Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and (8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow. (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof. (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 12 contracts
Samples: Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect to all the outstanding any part of such Holder’s Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, repurchase (subject to the right of Holders of the Notes holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full pursuant to Section 3.07 hereof. Within 30 ten (10) days following any Change of Control, except to the Issuer shall send extent that the Company has exercised its right to redeem the Notes by delivery of a notice of such redemption pursuant to Section 3.03 hereof, the Company shall mail a notice (a “Change of Control Offer by first-class mail, Offer”) to each Holder with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and that all such Holder has the right to require the Company to repurchase such Holder’s Notes properly tendered pursuant at a repurchase price in cash equal to such 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date (the “Change of Control Offer will be accepted for payment by the IssuerPayment”));
(2) the purchase price circumstances and relevant facts and financial information regarding such Change of Control;
(3) the purchase date, repurchase date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (the “”Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(56) that the Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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;
(67) that the Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of the Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;, and
(7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , provided that the unpurchased portion has a minimum denomination of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereofUS$200,000.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Paying Agent the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been of Notes properly tendered to and being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five (5) days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 the unpurchased portion has a minimum denomination of US$200,000. 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) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.15 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided Notes repurchased by the Company pursuant to a Change of Control Offer will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
(f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in this Section 4.07, any purchase connection with the repurchase of the Notes pursuant to this Section 4.07 shall be made pursuant to 4.15. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with the provisions of this Section 4.15, 3.05 the Company will comply with the applicable securities laws and 3.06 hereofregulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
Appears in 9 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuer Company has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofhereof and all conditions precedent applicable to such redemption notice have been satisfied, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record 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 Issuer shall send Company will deliver notice of such Change of Control Offer by electronic transmission or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCapplicable procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegramfacsimile transmission, facsimile electronic 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 Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The Issuer shall Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 6 contracts
Samples: Indenture (Sabre Corp), Indenture (Sabre Corp), Indenture (Sabre Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursRepurchase Event occurs after the Issue Date, unless the Issuer has Issuers have previously or concurrently mailed or delivered electronically or otherwise in accordance with the procedures of the Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Repurchase Event, unless the Issuers have previously or concurrently mailed or delivered electronically or otherwise in accordance with the procedures of the Depositary a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall send notice of such Change of Control Offer electronically or mail by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCthe Depositary, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will will, subject to clause (7) of this Section 4.14(a), be no earlier than 30 days nor later than 60 days from the date such notice is mailed given (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event notice, a telegram, facsimile or electronic 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;
(76) that if the Holders tendering tender less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuers shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment as so delayed; and
(8) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to Section 4.14(c) will have the status of Notes issued and outstanding unless transferred to the Issuers.
(e) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice to Holders, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 5 contracts
Samples: Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Securityholder to repurchase, in cash, all or any part (equal to $1,000 or an integral multiple of $1,000) of that Securityholder at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of the Notes or portion of Notes validly tendered for payment thereof plus accrued and unpaid interestinterest on the Notes repurchased, if any, to the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record 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 Issuer shall send Issuers will mail a notice of such to each Securityholder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.07 3.9 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier later than 30 days nor later than 60 days Business Days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders Securityholders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder Securityholder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent 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 Securityholders will be entitled to withdraw their tendered Notes and their any election to require have their Notes purchased if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesSecurityholder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder Securityholder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) Holders tendering less than all of their that Securityholders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall 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 such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the applicable provisions of this Section 4.07 Indenture by virtue thereofof such conflict.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to in accordance with the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment for the Notes with the Paying Agent in respect of all Notes or portions thereof so portion of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been of Notes being tendered to the Issuers. The Paying Agent will promptly mail to each Securityholder properly tendered the Change of Control Payment for such Notes, and purchased the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Securityholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest record date, and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose a Security is registered at the close business on such record date, and no additional interest will be payable to Securityholders who tender pursuant to the Change of Control Offer. Prior to mailing a Change of Control Offer, and as a condition to such mailing, (i) 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 Offer being made and waived the event of default, if any, caused by the IssuerChange of Control or (ii) the Company will repay all outstanding Indebtedness issued under an indenture or other agreement that may be violated by a payment to the Securityholders under a Change of Control Offer or the Company must offer to repay all Indebtedness and make payment to the holders of such Indebtedness that accepts such offer and obtain waivers of any event of default from the remaining holders of such Indebtedness. The Issuers covenant to effect such repayment or obtain such consent and waiver within 30 days following Change of Control.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 3.9, the Issuers will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer 3.9 and Section 3.7 hereof and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 5 contracts
Samples: Indenture (Star Gas Partners Lp), Indenture (Star Gas Partners Lp), Indenture (Star Gas Partners Lp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under set forth in each of Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer shall has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as set forth in Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer will send notice of such Change of Control Offer by electronic transmission (for Notes held in book-entry form) or first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures Applicable Procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed transmitted or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereofprincipal amount;
(8) if such notice is transmitted or delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if delivered or transmitted in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder of any Note receives such notice. If (a) the notice is mailed delivered in a manner herein provided and (b) any Holder of any Note fails to receive such notice or a Holder of any Note receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders of Notes that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) The Issuer 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.
(e) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
(f) Except as described in clause (11) of Section 9.02, the provisions under this Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.
Appears in 5 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.10, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.10, any purchase pursuant to this Section 4.07 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 5 contracts
Samples: Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer €1,000 or an integral multiple of €1,000 in excess thereof; provided that no Note of less than €100,000 shall make an offer to purchase all be purchased in part) of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record 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 Issuer shall send Company will:
(i) mail a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1A) that a Change of Control Offer is being made pursuant to this Section 4.07 and 4.14 and, to the extent lawful, that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2B) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3C) that any Note not properly tendered or accepted for payment will remain outstanding and shall continue to accrue interestinterest in accordance with the terms hereof;
(4D) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5E) 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, or transfer by book entry transfer, to the paying Company, the tender agent specified in for such Change of Control Offer (if appointed by the notice at the address specified in the notice Company) or a Paying Agent prior to the close of business on the third at least three Business Day Days preceding the Change of Control Payment Date;
(6F) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying Company, the tender agent for the Change of Control Offer or the Paying Agent, as the case may be, receives, not later than the close of business on the 30th day following the date of preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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;
(7G) Holders tendering that if the Company is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered to the extent that the unpurchased portion of the Notes must be is equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof; and
(8) H) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.074.14, that a Holder must follow.; and
(aii) if at the time of such notice the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, cause a notice of the Change of Control Offer to be published in The Irish Times (or another leading newspaper of general circulation in Ireland). The notice, if mailed and published, as applicable, in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (x) the notice is mailed and published, as applicable, in a manner herein provided and (by) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. .
(b) 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, to the extent required to permit the Company to comply with this Section 4.14, the Company shall either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking senior to or pari passu with the Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness.
(c) The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder or under the laws of Ireland to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereofof such compliance.
(bd) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by it or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;
, (2) deposit with the Principal Paying Agent or, if applicable, tender agent for the Change of Control Offer an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the IssuerCompany. The Principal Paying Agent or, if applicable, tender agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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; to the extent that each such new Note is in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If at the time of any such Change of Control, the Notes are listed on the Irish Stock Exchange or any other securities exchange, to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will notify the Irish Stock Exchange or such other securities exchange, as applicable, that a Change of Control has occurred and any relevant details relating to such Change of Control.
(ce) The Issuer Notwithstanding the foregoing provisions in this Section 4.14, the Company shall not be required to make a Change of Control Offer following 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything , (2) notice of redemption has been given pursuant to this Indenture as described above under Section 3.07 in respect of all Notes then outstanding unless and until there is a default in payment of the applicable redemption price, or (3) if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.
(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn 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 such purchase pursuant to the contrary hereinChange of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase).
(g) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dh) Other than as specifically provided in this Section 4.07, any purchase Notes repurchased pursuant to this Section 4.07 a Change of Control Offer shall be made pursuant to the provisions of Sections 3.02, 3.05 retired and 3.06 hereofcancelled.
Appears in 5 contracts
Samples: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect to all the outstanding any part of such Holder’s Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, repurchase (subject to the right of Holders of the Notes holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full pursuant to Section 3.07 hereof. Within 30 ten (10) days following any Change of Control, except to the Issuer shall send extent that the Company has exercised its right to redeem the Notes by delivery of a notice of such redemption pursuant to Section 3.03 hereof, the Company shall mail a notice (a “Change of Control Offer by first-class mail, Offer”) to each Holder with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and that all such Holder has the right to require the Company to repurchase such Holder’s Notes properly tendered pursuant at a repurchase price in cash equal to such 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date (the “Change of Control Offer will be accepted for payment by the IssuerPayment”));
(2) the purchase price circumstances and relevant facts and financial information regarding such Change of Control;
(3) the purchase date, repurchase date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (the “Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(56) that the Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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;
(67) that the Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of the Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;, and
(7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , provided that the unpurchased portion has a minimum denomination of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereofUS$200,000.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Paying Agent the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been of Notes properly tendered to and being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five (5) days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 the unpurchased portion has a minimum denomination of US$200,000. 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) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.15 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided Notes repurchased by the Company pursuant to a Change of Control Offer will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
(f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in this Section 4.07, any purchase connection with the repurchase of the Notes pursuant to this Section 4.07 shall be made pursuant to 4.15. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with the provisions of this Section 4.15, 3.05 the Company will comply with the applicable securities laws and 3.06 hereofregulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
Appears in 5 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless each Holder shall have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require that the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to Company purchase all or a portion of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such date upon which the Change of Control Offer occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first-first class mail, with a copy notice to the Trustee and each Holder, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent or mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;.
(6b) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of On the Change of Control notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesPayment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for purchasesuch Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that each such new Note will be in a principal amount of the Notes must be equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof; and
(8) . The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as practicable after the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) Change of Control Payment Date. Prior to sending the notice is mailed referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a manner herein provided Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and (b) any Holder fails all such other Senior Debt 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 permit the validity of the proceedings for the purchase repurchase of the Notes as to all other Holders that properly received such notice without defectprovided below. The Issuer Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof.
(c) The 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 or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict Company complies with the provisions of this Section 4.07any such securities laws or regulations, the Issuer shall comply with the applicable securities laws and regulations and Company shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof4.15.
(bd) On Notwithstanding anything to the Change of Control Payment Datecontrary in this Section 4.15, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the contrary herein, a date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such Change of ControlControl occurring, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 5 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.10, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.10, any purchase pursuant to this Section 4.07 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 5 contracts
Samples: Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Holdings, Inc.), Supplemental Indenture (HCA Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer or another Person has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofor Article XII, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 Prior to or within 60 days following any Change of Control, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 90 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5v) 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 Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder of the NotesHolder, 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;
(7vii) Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , provided, the unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(viii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 90 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded or modified in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person; and
(8) ix) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order 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 the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with (A) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and (B) at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control (i) if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything , (ii) in connection with or in contemplation of any Change of Control, the Issuer (or any Affiliate of the Issuer) or a third party has made an offer to purchase, at the contrary herein, times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer (an “Alternate Offer”), any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (iii) the Issuer or another Person has previously issued a notice of a full redemption pursuant to the provisions set forth under Section 3.07.
(d) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, Control and conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer.
(de) A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees, including any amendment, supplement or waiver with respect to making a Change of Control Offer or Alternate Offer (but the Change of Control Offer or Alternate Offer may not condition tenders on the delivery of such consents).
(f) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(g) The Issuer’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified (at any time, including after a Change of Control or in connection with a Change of Control Offer or Alternate Offer) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 4 contracts
Samples: Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed transmitted a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, or otherwise transmit to each Holder of Notes to the address of such Holder appearing in the security register Note Register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14 described hereunder, that a Holder must follow.
. The notice, if transmitted in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed transmitted 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Indenture (NXP Semiconductors N.V.), Indenture (Freescale Semiconductor, Ltd.), First Supplemental Indenture (Freescale Semiconductor, Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed transmitted a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, or otherwise transmit to each Holder of Notes to the address of such Holder appearing in the security register Note Register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14 described hereunder, that a Holder must follow.
. The notice, if transmitted in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed transmitted 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Indenture (NXP Semiconductors N.V.), Indenture (Freescale Semiconductor, Ltd.), First Supplemental Indenture (Freescale Semiconductor, Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofhereof and shall redeem all of the outstanding Notes pursuant thereto, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will shall be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof. Any proceeds received by the Issuer or its Restricted Subsidiaries from a sale, conveyance or disposition of Collateral or other Oncor-related Assets that constitutes a Change of Control shall be subject to a perfected security interest for the benefit of the holders of the Secured Debt Obligations until consummation of the Change of Control Offer pursuant to this Section 4.14.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and 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 Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Indenture (EFIH Finance Inc.), Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Energy Future Intermediate Holding CO LLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless each Holder of Notes will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make $1,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of that Holder’s Notes pursuant to the an offer described below (the a “Change of Control Offer”) on the terms set forth in this Indenture (provided, that any unpurchased portion of a Note must be in a minimum denomination of $2,000) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to but excluding the date of purchasepurchase (the “Change of Control Payment Date”), subject to the right rights of Holders of the Notes of on a relevant record on the relevant Record Date date to receive interest due on an interest payment date occurring on or prior to the relevant Interest Change of Control Payment DateDate (it being understood that to the extent any cash proceeds of a Change of Control are required to prepay the Obligations under the Credit Agreement pursuant to the terms thereof, the Company will be required to first apply such cash proceeds to prepay such Obligations under the Credit Agreement but the Company will still be required to make a Change of Control Offer as set forth in this Section 4.14). Within 30 days following any Change of Control, except to the Issuer shall send extent the Company has delivered notice to the Trustee of such its intention to redeem Notes pursuant to Section 3.07 hereof, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase dateChange of Control Payment Date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)mailed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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 will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 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) The Issuer shall Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.14 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) notice of redemption has been given to the Trustee pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional or conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Indenture (Acadia Healthcare Company, Inc.), Indenture (Acadia Healthcare Company, Inc.), Indenture (Acadia Healthcare Company, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.00% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer shall Company will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the at such Holder’s registered address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Company in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if in the good faith judgment of the Company any or all of such conditions will not be satisfied. In addition, the Company may provide in such notice that payment of the purchase price and performance of the Company’s obligations with respect to such purchase may be performed by another Person; and
(8) 9) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.074.14, that a Holder must follow.
(a) follow in order to have its Notes repurchased. While the notice is mailed Notes are in a manner herein provided global form and (b) any Holder fails the Company makes an offer to receive such notice or purchase all of the Notes pursuant to the Change of Control Offer, a Holder receives such notice but it is defective, such Holder’s failure may exercise its option to receive such notice or such defect shall not affect the validity of the proceedings elect for the purchase of the Notes as through the facilities of the Depositary, subject to all other Holders that properly received such notice without defectits rules and regulations. The Issuer shall comply Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Company pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedvalidly tendered and not validly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerCompany and (b) at the Company’s option, the Notes so accepted for cancellation.
(c) The Issuer shall Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Offer or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(d) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, Control and conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer. The closing date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control Triggering Event may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 20 Business Days nor later than 60 days from the date the Change of Control Offer notice is sent, subject to extension, pursuant to Section 4.14(a).
(de) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(f) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(g) The Company’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified (at any time, including after a Change of Control Triggering Event) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 4 contracts
Samples: Indenture (Crescent Energy Co), Indenture (Crescent Energy Co), Indenture (Crescent Energy Co)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered (subject to minimum denomination requirements) pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.15, any purchase pursuant to this Section 4.07 3.15 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 4 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD), Indenture (Bunge LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described set forth under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described set forth below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer Issuers shall send notice of such Change of Control Offer by first-class mailOffer, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes by first-class mail to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to the circumstances and relevant facts regarding such Change of Control Offer will be accepted for payment by the IssuerControl;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date of such notice is mailed (the “Change of Control Payment Date”);
(3) that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by us, that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) , and that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) 4) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must followfollow in connection with the Change of Control Offer.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Indenture (Avago Technologies LTD), Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under set forth in Section 3.07 5 of each of the Notes and Section 3.03 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mailOffer, with a copy to the Trustee Trustee, the Paying Agent and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile or electronic mail transmission (via pdf) or a 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or and an integral multiple of $1,000 in excess thereofprincipal amount;
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee Authentication Agent for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (iHeartCommunications, Inc.), Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursRepurchase Event occurs after the Issue Date, unless the Issuer has previously or concurrently mailed mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Repurchase Event, unless the Issuer has previously or concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer by first-class mail, or electronic delivery if the Notes are held at DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will will, subject to clause (7) of this Section 4.15(a), be no earlier than 30 days nor later than 60 days from the date such notice is mailed or electronically delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event notice, a telegram, 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;
(76) that if the Holders tendering tender less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment Date as so delayed; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.15(c) will have the status of Notes issued and outstanding unless transferred to the Issuer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest on the Notes that remain outstanding to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(f) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (CBS Radio Inc.), Indenture (CBS Radio Inc.), Indenture (CBS Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer has Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.00% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the at such Holder’s registered address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of the Issuers’ obligations with respect to such purchase may be performed by another Person; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must follow.
(a) follow in order to have its Notes repurchased. While the notice is mailed Notes are in a manner herein provided global form and (b) any Holder fails the Issuers make an offer to receive such notice or purchase all of the notes pursuant to the Change of Control Offer, a Holder receives such notice but it is defective, such Holder’s failure may exercise its option to receive such notice or such defect shall not affect the validity of the proceedings elect for the purchase of the Notes as notes through the facilities of the Depositary, subject to all other Holders that properly received such notice without defectits rules and regulations. The Issuer shall comply Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuers pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedvalidly tendered and not validly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers and (b) at the Issuers’ option, the Notes so accepted for cancellation.
(c) The Issuer shall Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Offer or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuers have made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(d) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, Control and conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer. The closing date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control Triggering Event may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 20 Business Days nor later than 60 days from the date the Change of Control Offer notice is sent, subject to extension, pursuant to Section 4.14(a).
(de) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(f) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(g) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified (at any time, including after a Change of Control Triggering Event) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 3 contracts
Samples: Indenture (Vine Energy Inc.), Indenture (Vine Energy Inc.), Indenture (Vine Resources Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register Note Register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14 described hereunder, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.
Appears in 3 contracts
Samples: Indenture (Freescale Semiconductor Inc), Indenture (Freescale Semiconductor Holdings I, Ltd.), Indenture (Freescale Semiconductor Holdings I, Ltd.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under pursuant to Section 3.07 hereof3.07, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes, plus accrued and unpaid interest, if any, to to, but not including, the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer shall has exercised its right to redeem all of the Notes pursuant to Section 3.07, the Issuer will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee (or the Issuer will provide such notice to the Trustee, and the RegistrarTrustee will mail, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar deliver electronically or otherwise send such notice in accordance with the procedures of DTCDTC on the Issuer’s behalf), to each Holder, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerIssuer at a purchase price in cash equal to the Change of Control Payment (subject to the right of Holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date);
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that Notes must be tendered in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes 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 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 Issuer to purchase such Notes; provided, provided that the paying agent receivesPaying 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 telegram, telex, 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) Holders that if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; and that the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructionsprocedures, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) follow in order to have its Notes repurchased. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the notice consummation of such Change of Control, if a definitive agreement is mailed in a manner herein provided and (b) any Holder fails to receive place for 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 Change of Control at the validity time of making of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To , and in such case the extent notice of the Change of Control Offer may state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered (or delivered electronically if the Notes are held by any Depositary)) as such Change of Control occurs, or such purchase may not occur and such notice may be rescinded in the event that the provisions Change of Control does not occur by the Change of Control Payment Date, or may be rescinded at any securities laws or regulations conflict with time in the provisions Issuer’s discretion if in the good faith judgment of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall Change of Control will not be deemed to have breached its obligations under this Section 4.07 by virtue thereofoccur.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent no later than 12:00 Noon, New York time, on such date, an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of the Notes so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to the Trustee stating that such the aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerIssuer in accordance with this Section 4.14. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, to, but not including, the Change of Control Payment Date will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.
(c) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite holders of each issue of Material Indebtedness issued under an indenture or other agreement that would, in the determination of the Issuer, 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 Issuer shall repay all such outstanding Material Indebtedness. The failure of the Issuer to effect such repayment or obtain such consent prior to making a Change of Control Payment shall be a Default under this Section 4.14.
(d) The Issuer shall will not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything .
(e) The Issuer will comply, to the contrary hereinextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue of the conflict.
(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer may be made in advance of and the Issuer, or any third party making a Change of ControlControl Offer in lieu of the Issuer as described above, conditional purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon notice as described in Section 3.03 and not more than 30 days following such Change of Control, if a definitive agreement is in place for purchase pursuant to the Change of Control Offer to redeem all Notes that remain outstanding following such purchase at the time of making a price in cash equal to 101% of the Change aggregate principal amount of Control Offersuch Notes, plus accrued and unpaid interest on the Notes that remain outstanding to, but not including, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).
(dg) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 3 contracts
Samples: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under pursuant to Section 3.07 hereof3.07, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest, if any, to but not including the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes of record on the relevant a Record Date to receive any interest due on the relevant Interest Change of Control Payment Date. Date (as defined below).
(b) Within 30 days following any Change of Control, unless the Issuer Company has exercised its right to redeem all of the Notes pursuant to Section 3.07, the Company shall send mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise deliver notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to made, the expiration time for such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of DTC) and that all Notes properly tendered pursuant to such Change of Control Offer will 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 but not including the date of purchase (subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Payment Date);
(2) the purchase date (which shall be no later than five Business Days after the date such Change of Control Offer expires) (the “Change of Control Payment Date”);; and
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as procedures determined by the IssuerCompany, consistent with this Section 4.07Indenture, that a Holder must follow.
(a) the notice is mailed follow 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed order to have breached its obligations under this Section 4.07 by virtue thereof.
(b) Notes repurchased. On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of Notes so tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to directing the Trustee to cancel the applicable Notes and stating that such the aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany in accordance with the terms of this Section 4.15.
(c) The Issuer Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate, only an Authentication Order, shall be required for the Trustee to authenticate and mail or deliver such 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.
(d) If the Change of Control Payment Date is on or after a 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 the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(e) The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything .
(f) The Company shall comply, to the contrary hereinextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for Offer. To the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to extent that the provisions of Sections 3.02any securities laws or regulations conflict with provisions of this Indenture, 3.05 the Company shall comply with the applicable securities laws and 3.06 hereofregulations and shall not be deemed to have breached its obligations under this Indenture by virtue of the conflict.
Appears in 3 contracts
Samples: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless unless, prior to the Issuer time the Company is required to make a Change of Control Offer (as defined below), the Company has previously or concurrently mailed or transmitted electronically a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofor Section 11.01, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control, the Issuer Company shall send notice of such Change of Control Offer by first-class mailmail or electronic delivery, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed or transmitted electronically (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 or otherwise in accordance with DTC procedures, at the address specified in the notice prior to the close of business on the third (3rd) 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 Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following second Business Day prior to the date expiration time of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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 purchasedpurchased and any other information as may be required by the paying agent;
(7) Holders tendering that if the Company is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to in minimum denominations $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.074.14, that a Holder must follow.
(ab) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(c) The notice, if mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is mailed or delivered in a manner herein provided and (bii) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. .
(d) The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ce) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 3.05, 3.06 and 3.06 hereof3.07(e).
Appears in 3 contracts
Samples: Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Trigger Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect Company will be required to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's Notes at a an offer price in cash equal to 101% of the aggregate principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of repurchase (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Issuer shall send notice of such a Change of Control Offer by first-class mailTrigger Event, with the Company will send a copy to the Trustee and the Registrar, notice to each Holder of Notes to the address of such Holder appearing in the security register with a copy to and the Trustee describing the transaction that constitutes the Change of Control Trigger Event and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes or portions thereof properly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuerpayment;
(2) the purchase price Change of Control Payment and the purchase date, which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Additional Amounts, if any;
(4) that if the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer;
(5) that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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;
(67) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (or transferred by book-entry transfer), which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTrigger Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under described in this Section 4.07 4.15 by virtue thereof.
(b) of compliance with such laws and regulations. On or before the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,
lawful: (1) accept for payment all Notes issued by it or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;
; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all such Notes or portions thereof so tenderedtendered and not withdrawn; and
and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s 's Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(b) The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes (or if all Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail to each Holder of a Definitive Note, a new Note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided, however, 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 publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, then, on such Change of Control Payment Date, any accrued and unpaid interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer. Payment of the Change of Control Payment for a Note properly tendered and not withdrawn prior to the expiration of the Change of Control Offer is conditioned upon delivery of such Note (together with necessary endorsements) to the Paying Agent (whether prior to, on or after the Change of Control Payment Date), which delivery may be in book-entry form in accordance with the Applicable Procedures for Notes issued in global form. The Change of Control Payment for such Note will be made promptly following the later of the Business Day following the Change of Control Payment Date or the time of delivery of such Note.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following a Change of Control Trigger 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 4.07 4.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (2) notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.08 unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such the occurrence of a Change of ControlControl Trigger Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. In such case, a notice shall be mailed to holders of the notes at least 30 days prior to the Change of Control Payment Date indicating that the Change of Control Payment Date will be no later than the date on which the Change of Control is consummated.
(de) Other In the event that not less than as specifically provided 90% of the aggregate principal amount of the then outstanding Notes are properly tendered and not withdrawn under a Change of Control Offer and the Company purchases all such Notes, the Company will 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 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 this Section 4.07the Change of Control Payment, any purchase pursuant accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to this Section 4.07 the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Sections 3.01, 3.03, 3.04 and 3.05 shall be made pursuant applicable to the provisions of Sections 3.02, 3.05 and 3.06 hereofany such redemption.
Appears in 3 contracts
Samples: Indenture (Era Group Inc.), Indenture (Era Group Inc.), Indenture (Seacor Holdings Inc /New/)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs at any time, unless then the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of purchasepurchase (the “Change of Control Purchase Date”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. interest payment date.
(b) Within 30 days following any Change of Control, the Issuer shall Issuers will:
(1) cause a notice of the Change of Control Offer to be published through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency; and
(2) send notice of such the Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCHolder, with the following informationwhich notice will state:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and the date it occurred;
(ii) the circumstances and relevant facts regarding the transaction or transactions that all Notes properly tendered pursuant to constitute such Change of Control Offer will be accepted for payment by the IssuerControl;
(2iii) the purchase price Change of Control Purchase Price and the purchase dateChange of Control Purchase Date, which will be a Business Day no earlier than 30 days nor later than 60 days from after the date such notice is mailed (mailed, or such later date as is necessary to comply with any requirements under the “Change of Control Payment Date”)Exchange Act and any other applicable securities laws or regulations;
(3iv) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Purchase Date unless the Change of Control Payment DatePurchase Price is not paid on such date;
(6v) that any Note or part thereof not tendered will continue to accrue interest;
(vi) that Holders shall be entitled to withdraw their tendered whose Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes are being repurchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (or transferred by book-entry transfer), which unpurchased portion of the Notes must be equal to $2,000 or an integral multiple a minimum denomination of $1,000 1.00 in principal amount or integral multiples of $1.00 in excess thereof; and
(8) the vii) any other instructions, as determined by the Issuer, consistent with this Section 4.07, procedures that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails follow 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable or to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under withdraw such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offeracceptance.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has previously or concurrently mailed (or otherwise sent in accordance with the applicable procedures of the Depositary) a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer has previously or concurrently mailed (or otherwise sent in accordance with the applicable procedures of the Depositary) a redemption notice with respect to all the outstanding Notes as described in Section 3.07 or the Issuer has previously made a Change of Control Offer in connection with such Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy mailed or electronically transmitted to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the applicable procedures of DTCthe Depositary, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.13 and that that, subject to Section 4.13(a)(7), all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will will, subject to Section 4.13(a)(7), be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, 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;
(76) that if the Holders tendering tender less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment Date as so delayed; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.13, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) [Reserved].
(d) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer 4.13 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.07, any purchase Notes repurchased by the Issuer pursuant to this Section 4.07 shall a Change of Control Offer will have the status of Notes issued but not outstanding or will be made retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.13(d) will have the provisions status of Sections 3.02, 3.05 Notes issued and 3.06 hereofoutstanding unless transferred to the Issuer.
Appears in 2 contracts
Samples: Indenture (Meredith Corp), Indenture (Meredith Corp)
Offer to Repurchase Upon Change of Control. (a) If Within 30 days following the occurrence of a Change of Control occursControl, unless the Issuer has previously or concurrently mailed a redemption notice with respect Company will make an Offer to Purchase all of the outstanding Notes as described under Section 3.07 hereof, at a Purchase Price in cash equal to 101% of the Issuer shall make an offer to purchase all principal amount of the Notes pursuant to tendered, together with accrued and unpaid interest, if any, to, but not including, the offer described below (the “Change of Control Offer”) at a price in cash Purchase Date (the “Change of Control Payment”).
(b) On the Purchase Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000 or if a PIK Payment has been made, in integral multiples of $1.00) properly tendered pursuant to the Offer to Purchase; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $150,000 (or if a PIK Payment has been made, less than $1.00), then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $150,000 (or if a PIK Payment has been made, $1.00);
(2) deposit with the Paying Agent an amount equal to the Purchase Price in respect of all Notes or portions of Notes so accepted; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.15.
(c) The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) to each Holder of Notes so accepted the Purchase Price for such Notes, and the Trustee will promptly authenticate upon receipt of an Authentication Order and mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) (or cause to be transferred by book-entry) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate will be required for the Trustee to authenticate and mail or deliver such 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 $150,000 or integral multiples of $1,000 in excess thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof).
(d) 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 an Offer to Purchase upon a Change of Control and the Company, or any third party making an Offer to Purchase 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 15 nor more than 60 days’ prior written notice, given not more than 30 days following the Purchase 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 thereof thereof, plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record redemption.
(e) If a Purchase Date is on the relevant or after a Record Date to receive interest due and on or before the relevant related Interest Payment Date. Within 30 days following , any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy accrued and unpaid interest to the Trustee and Purchase Date will be paid on the Registrar, to each Holder of Notes Purchase Date to the address of such Holder appearing Person in the security register with whose name a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer Note is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 registered at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment such Record Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(af) The Company will comply, to the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defectiveextent applicable, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the any repurchase of the Notes pursuant to a Change of Control Offerthis Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not will be deemed to have breached complied with its obligations under this Section 4.07 Indenture by virtue thereofof such compliance.
(bg) On the Change of Control Payment DateOther than as specifically provided in this Section 4.15, the Issuer shall, any purchase pursuant to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered this Section 4.15 shall be made pursuant to the Change provisions of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliverSections 3.02, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to 3.05 and purchased by the Issuer3.06.
(ch) The Issuer shall Company will not be required to make a Change of Control an Offer following to Purchase upon a Change of Control if (1) a third party makes the Change of Control such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 4.07 applicable to a Change of Control Offer made by the Issuer Indenture and purchases all Notes validly tendered and not withdrawn under such Change Offer to Purchase or (2) the Company has exercised its right to redeem all of Control Offer. Notwithstanding anything the Notes pursuant to Sections 3.03 and 3.07, unless and until there is a default in payment of the contrary herein, a Change of Control applicable redemption price.
(i) An Offer to Purchase may be made in advance of a Change of Control, Control conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than Offer to Purchase is made. The Purchase Date may, in the Company’s discretion, be delayed until such time as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 or all such conditions shall be made pursuant satisfied and the Company, in its discretion, may rescind the Offer to Purchase in the provisions of Sections 3.02, 3.05 and 3.06 hereofevent that any or all such conditions shall not have been satisfied by the Purchase Date or by the Purchase Date as so delayed.
Appears in 2 contracts
Samples: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs that results in a Ratings Decline, unless the Issuer has Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrarmail or by electronic transmission, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCRegistrar, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 Issuer Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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 Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7) Holders tendering that if the Issuers are redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) the 9) such other instructions, as determined by the IssuerIssuers, as are consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 Indenture by virtue thereof.
(b1) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,
(12) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(23) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(34) deliver, or cause to be delivered, to the Trustee Registrar for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee Registrar stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(cb) The Issuer Issuers shall not be required to make a Change of Control Offer following 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the change of control payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(c) If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers purchase all of the Notes held by such Holders, the Issuers shall 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, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Notes redeemed plus accrued and unpaid interest, if any, thereon to the date of redemption, subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (PBF Holding Co LLC), Indenture (PBF Energy Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (d) of this Section 4.14;
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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;
(6vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day prior to the Change of Control noticePayment Date, a telegram, 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 Notes, or specified portion thereof, and its election to have such Notes purchased;
(7vii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(viii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the ix) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.07, 4.14 that a Holder must follow.
follow in order to have the Notes repurchased. The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (ax) the notice is delivered or mailed in a manner herein provided and (by) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the a Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 15 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Indenture (Summit Materials, LLC), Indenture (Summit Materials, LLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding 2017 B Notes as described under set forth in each of Section 5 of the 2017 B Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the 2017 B Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the 2017 B Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of 2017 B Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all 2017 B Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any 2017 B Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all 2017 B Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any 2017 B Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such 2017 B Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2017 B Notes completed, to the paying agent 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 2017 B Notes and their election to require the Issuer to purchase such 2017 B Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the 2017 B Notes, the principal amount of 2017 B Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered 2017 B Notes and its election to have such 2017 B Notes purchased;
(7) that the Holders tendering less than all of their whose 2017 B Notes will are being repurchased only in part shall be issued new 2017 B Notes and such new Notes will be equal in principal amount to the unpurchased portion of the 2017 B Notes surrendered. The unpurchased portion of the 2017 B Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereofprincipal amount;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the 2017 B Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2017 B Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all 2017 B Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2017 B Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the 2017 B Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2017 B Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all 2017 B Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed or transmitted electronically a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically or by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th last day following the date of the Change of Control notice, a telegramoffer period, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) if such notice is delivered prior to the other instructionsoccurrence of a Change of Control, such notice shall state that the Change of Control Offer is conditional on the occurrence of such Change of Control and describe such condition and, if applicable, state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as determined any or all such conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the IssuerChange of Control Payment Date, consistent with this Section 4.07or by the Change of Control Payment Date as so delayed.
(b) While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, that a Holder must followmay exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof; provided; however, that the Issuer provides the Trustee with an Officers’ Certificate certifying its compliance with the applicable securities laws and regulations and the provisions of this Section 4.14 that could not be complied with.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(cd) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail 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 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.
(e) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (Aramark), Indenture (Aramark)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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;
(6vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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;
(7vii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(viii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) ix) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
follow in order to have the Notes repurchased. The notice, if delivered or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (ax) the notice is delivered or mailed in a manner herein provided and (by) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable.
(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in this Section 4.14, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in this Section 4.14, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 2 contracts
Samples: Indenture (Prestige Brands Holdings, Inc.), Indenture (Prestige Brands Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless each Holder of Notes will have the Issuer has previously right to require the Issuers to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 ten days following any Change of Control, the Issuer shall send notice of Issuers will mail such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar (or otherwise in accordance with the procedures of DTC), with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on on, but not including, 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th last day following the date of the Change of Control noticeoffer period, a telegraman electronic mail, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its his tendered Notes and its his election to have such Notes purchased;
(7) if such notice is sent prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) While the Notes are in global form and the Issuers make an offer to purchase all or any Holder fails portion of the Notes pursuant to receive such notice or the Change of Control Offer, a Holder receives such notice but it is defective, such Holder’s failure may exercise its option to receive such notice or such defect shall not affect the validity of the proceedings elect for the purchase of the Notes as through the facilities of DTC, subject to all other Holders that properly received such notice without defect. its rules and regulations.
(c) The Issuer shall 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 such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.a
Appears in 2 contracts
Samples: Indenture (Interface Security Systems, L.L.C.), Indenture (Interface Security Systems Holdings Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2B) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and 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.
(d) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.03, 3.04, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (Laureate Education, Inc.), Indenture (Laureate Education, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under pursuant to Section 3.07 hereof3.07, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Amounts, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring on or prior to the purchase date. Within 30 60 days following any Change of Control, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, Euroclear and Clearstream with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly validly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3iii) that any Note not properly validly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5v) 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 appointed at the time, 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;
(6vi) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, provided that that, the paying agent appointed at the time, receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, 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;
(7vii) Holders tendering less than if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all of their Notes will such conditions shall be issued new Notes satisfied, or that such redemption may not occur and such new Notes will notice may be equal rescinded in principal amount to the unpurchased portion event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Notes surrendered. The unpurchased portion Change of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Payment Date as so delayed; and
(8) viii) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee Registrar or relevant Paying Agent for cancellation the Notes so accepted together with an Officer’s Certificate to the Registrar or relevant Paying Agent with a copy to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(cd) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. .
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in a Change of Control Offer, and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as specifically described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided in this Section 4.07, any that such notice is given not more than 30 days following such purchase pursuant to this Section 4.07 the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not withdrawn Notes in a tender offer for or other offer to purchase all of the Notes, as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be made pursuant deemed to be outstanding for the provisions purposes of Sections 3.02such tender offer or other offer, 3.05 and 3.06 hereofas applicable.
Appears in 2 contracts
Samples: Indenture (Allwyn Entertainment AG), Indenture (Allwyn Entertainment AG)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company has previously or concurrently mailed transmitted a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within Except as set forth in the preceding sentence, within 30 days following any Change of Control, the Issuer shall send Company will transmit notice of such Change of Control Offer by first-class mailOffer, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, DTC with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed transmitted (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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) Holders tendering that if the Company is purchasing less than all of their Notes will be issued new Notes and such new the Notes, the remaining Notes will be 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 in excess thereof; and;
(8) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.07the covenant described hereunder, that a Holder must follow.; and
(a9) the if such notice is mailed in transmitted prior to the occurrence of a manner herein provided and (b) any Holder fails to receive Change of Control, stating that the Change of Control Offer is conditional upon the occurrence of 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 Change of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectControl. The Issuer 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to to, and purchased by, the Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and 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 IssuerNotes 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) The Issuer shall Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.14 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than Offer is made. In such a case, the related notice shall describe such condition, and if applicable, shall state that, in the Company’s discretion, the purchase date may be delayed until such time as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 such condition shall be made pursuant to satisfied, or such purchase may not occur and such notice may be rescinded in the provisions of Sections 3.02event that such condition shall not have been satisfied by the purchase date, 3.05 and 3.06 hereofor by the purchase date as so delayed.
Appears in 2 contracts
Samples: Indenture (Element Solutions Inc), Indenture (Platform Specialty Products Corp)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect to all the outstanding any part of such Holder’s Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, repurchase (subject to the right of Holders of the Notes holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full pursuant to Section 3.07 hereof. Within 30 ten (10) days following any Change of Control, except to the Issuer shall send extent that the Company has exercised its right to redeem the Notes by delivery of a notice of such redemption pursuant to Section 3.03 hereof, the Company shall mail a notice (a “Change of Control Offer by first-class mail, Offer”) to each Holder with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and that all such Holder has the right to require the Company to repurchase such Holder’s Notes properly tendered pursuant at a repurchase price in cash equal to such 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date (the “Change of Control Offer will be accepted for payment by the IssuerPayment”));
(2) the purchase price circumstances and relevant facts and financial information regarding such Change of Control;
(3) the purchase date, repurchase date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (the “”Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(56) that the Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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;
(67) that the Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of the Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;, and
(7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , provided that the unpurchased portion has a minimum denomination of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereofUS$200,000.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Paying Agent the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been of Notes properly tendered to and being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five (5) days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 the unpurchased portion has a minimum denomination of US$200,000. 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) The Issuer shall Notwithstanding anything to the contrary in this Section 4.16, the Company will not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.16 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided Notes repurchased by the Company pursuant to a Change of Control Offer will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
(f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in this Section 4.07, any purchase connection with the repurchase of Notes pursuant to this Section 4.07 shall be made pursuant to 4.16. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with the provisions of this Section 4.16, 3.05 the Company will comply with the applicable securities laws and 3.06 hereofregulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.
Appears in 2 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Outstanding Notes as described under Section 3.07 hereofor Section 3.08, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. For the avoidance of doubt, the Transactions will not be deemed to be a Change of Control. Within 30 days following any Change of Control, the Issuer shall send Company will deliver notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, DTC with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.13 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3) that any Note not properly tendered will remain outstanding Outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control PaymentPayment required to be made, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, telex, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the IssuerCompany (which determination shall be conclusive), consistent with this Section 4.07the covenant described hereunder, that a Holder must follow; and
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional upon the occurrence of such Change of Control.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under set forth in this Section 4.07 4.13 by virtue thereofof such conflict.
(bc) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent applicable paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so properly tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to to, and purchased by by, the IssuerCompany.
(cd) The Issuer Notwithstanding anything to the contrary herein, the Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.13 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. .
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in The provisions under this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant 4.13 relating to the provisions Company’s obligation to make an offer to repurchase the Notes as a result of Sections 3.02a Change of Control may be waived or modified, 3.05 and 3.06 hereofwith respect to the Notes, with the written consent of the Holders of a majority in principal amount of the Notes then Outstanding, including after the entry into an agreement that would result in the need to make a Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Valvoline Inc), Indenture (Ashland Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered (subject to minimum denomination requirements) pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.15, any purchase pursuant to this Section 4.07 3.15 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company's failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 2 contracts
Samples: Indenture (Bungeltd), Indenture (Bungeltd)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding 2017 A Notes as described under set forth in each of Section 5 of the 2017 A Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the 2017 A Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the 2017 A Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of 2017 A Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all 2017 A Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any 2017 A Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all 2017 A Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any 2017 A Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such 2017 A Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2017 A Notes completed, to the paying agent 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 2017 A Notes and their election to require the Issuer to purchase such 2017 A Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the 2017 A Notes, the principal amount of 2017 A Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered 2017 A Notes and its election to have such 2017 A Notes purchased;
(7) that the Holders tendering less than all of their whose 2017 A Notes will are being repurchased only in part shall be issued new 2017 A Notes and such new Notes will be equal in principal amount to the unpurchased portion of the 2017 A Notes surrendered. The unpurchased portion of the 2017 A Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereofprincipal amount;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the 2017 A Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2017 A Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all 2017 A Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2017 A Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the 2017 A Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2017 A Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all 2017 A Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Communications Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofpursuant to Sections 3.03 and 3.07, the Issuer shall make an offer to purchase repurchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant corresponding Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase repurchase price and the purchase repurchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such Notes completed, or otherwise in accordance with the Applicable Procedures, 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 immediately preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase repurchase such Notes, provided that the paying agent receives, not later than the close of business on second Business Day prior to the 30th day following the date expiration of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchaserepurchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchasedrepurchased;
(7) Holders tendering less that if the Issuer is redeeming fewer than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased unrepurchased portion of the Notes surrendered. The unpurchased unrepurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditioned on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed in a manner herein provided and (bB) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased repurchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following 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 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) a notice of redemption of all outstanding Notes has been given pursuant to Sections 3.03 and 3.07, unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above in this Section 4.14, repurchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 15 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer described above), to redeem all Notes that remain outstanding following such purchase on a date at a price in cash equal 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the corresponding Interest Payment Date.
(e) Other than as specifically provided in this Section 4.074.14, any purchase repurchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 2 contracts
Samples: Indenture (Hill-Rom Holdings, Inc.), Indenture (Hill-Rom Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.15, any purchase pursuant to this Section 4.07 3.15 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 2 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under pursuant to Section 3.07 hereof3.3 prior to the Change of Control Event, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 thirty (30) days following any Change of ControlControl Event, unless the Issuer has exercised its right to redeem all of the Notes pursuant to Section 3.3 prior to the Change of Control Event, the Issuer shall send will give a notice of such Change of Control Offer by first-class mailto each Holder or otherwise give notice in accordance with the manner set forth in Section 10.5, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.4 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerIssuer at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase;
(2) the purchase price and the purchase date, date (which will shall be no earlier than 30 ten (10) days nor later than 60 sixty (60) days from the date such notice is mailed or otherwise delivered) (the “Change of Control Payment Date”);
(3) that Notes must be tendered in integral multiples of U.S.$1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes 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 attached to such Notes completed, to the paying agent 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 Issuer to purchase such Notes, ; provided that the paying agent receivesTrustee and the Paying Agent receive at the address specified in the notice, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date (or such prior time as required under the rules and customary practices of the Registrar), a telegram, facsimile transmission or letter notice of withdrawal setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders that, if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 U.S.$200,000 or an integral multiple of $1,000 U.S.$1,000 in excess thereof); and
(8) the other instructionsprocedures, as determined by the Issuer, consistent with this Section 4.07, 4.4 that a Holder must followfollow in order to have its Notes repurchased.
(ab) The notice, if mailed or otherwise delivered in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed in a manner herein provided and (bB) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. .
(c) On the Business Day immediately preceding the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) validly tendered pursuant to the Change of Control Offer.
(d) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and
(2) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer in accordance with this Section 4.4.
(e) The Paying Agent will promptly mail (or otherwise deliver in accordance with the Applicable Procedures) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and, if only a portion of the Notes is purchased pursuant to a Change of Control Offer, the Trustee upon receipt of an Authentication Order will promptly authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures) 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 upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interest in a Global Note will be made, as appropriate); provided that each such new Note will be in a principal amount of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.
(f) If the Change of Control Payment Date is on or after an interest 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 the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.
(g) The Issuer shall comply will not be required to make a Change of Control Offer upon a Change of Control 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 Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given with respect to all of the Notes pursuant to this Indenture prior to the related Change of Control Event unless and until there is a default in payment of the applicable redemption price.
(h) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereofof the conflict or such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(di) Other than as specifically provided in this Section 4.074.4, any purchase of Notes pursuant to this Section 4.07 4.4 shall be made pursuant to the provisions of Sections 3.02, 3.05 Section 3.5 and 3.06 hereofSection 3.6 of this Indenture.
Appears in 2 contracts
Samples: Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously otherwise prepaid in accordance with Section 5.2(a) or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 9.8 hereof, the Issuer Borrower shall make an offer to purchase prepay all of the Notes Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control PaymentPrepayment”) equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes Lenders of record 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 Issuer Borrower shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarAdministrative Agent, to each Holder of Notes Lender to the address of such Holder Lender appearing in the security register Register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCAdministrative Agent, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 9.12 and that all Notes properly tendered pursuant such Lender has the right to require the Borrower to prepay such Change of Control Offer will be accepted for payment by the IssuerLender’s Loans;
(2) the purchase price prepayment amount and the purchase prepayment date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Prepayment Date”);
(3) that any Note Loans not properly tendered accepted for prepayment pursuant to this Section 9.12 will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Borrower defaults in the payment prepayment of the Change of Control PaymentPrepayment, all Notes Loans accepted for payment prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Prepayment 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 Lenders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Borrower to purchase prepay such NotesLoans, provided that the paying agent Borrower receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesLender, the principal amount of Notes tendered Loans accepted for purchaseprepayment, and a statement that such Holder Lender is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereofLoans prepaid; and
(8) 6) the other instructions, as determined by the IssuerBorrower, consistent with this Section 4.079.12, that a Holder Lender must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder Lender fails to receive such notice or a Holder Lender receives such notice but it is defective, such HolderLender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes Loans as to all other Holders Lenders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Prepayment Date, the Issuer Borrower shall, to the extent permitted by law,
(1i) accept for payment prepay all Notes issued by it Loans, or portions thereof properly tendered thereof, accepted for prepayment in accordance with this Section 9.12 pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Administrative Agent an amount equal to the aggregate Change of Control Payment Prepayment in respect of all Notes Loans or portions thereof so tenderedaccreted for prepayment; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with Administrative Agent an Officer’s Certificate to the Trustee Administrative Agent stating that such Notes Loans or portions thereof have been tendered to and purchased prepaid by the IssuerBorrower.
(c) The Issuer Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third 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 4.07 9.12 applicable to a Change of Control Offer made by the Issuer Borrower and purchases repays all Notes validly tendered and not withdrawn under Loans accepted for prepayment pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.079.12, any purchase prepayment pursuant to this Section 4.07 9.12 shall be made pursuant to the provisions of Sections 3.025.2, 3.05 5.5 and 3.06 5.6 hereof.
Appears in 2 contracts
Samples: Senior Subordinated Interim Loan Agreement (First Data Corp), Senior Subordinated Interim Loan Agreement (First Data Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 or Section 11.01 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 60 days following any Change of Control, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to at the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) 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 Paying Agent specified in the notice at the address specified in the notice or otherwise in accordance with DTC procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with DTC procedures setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (which may be more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived, in the Issuers’ sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of the Issuers’ obligations with respect to such purchase may be performed by another Person; and
(8) the i) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.07, 4.14 that a Holder must follow. While the Notes are in global form and the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(a) the notice is delivered or mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the a Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) Issuers. The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 3.05, 3.06 and 3.06 3.07(e) and (f) hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified (at any time, including after a Change of Control) with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Change Healthcare Inc.), Indenture (Change Healthcare Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under in Section 3.07 hereofor Section 11.01, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of Control, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the at such Holder’s registered address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCthe Depositary, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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, completed to the paying agent specified in the notice Paying Agent at the address specified in the notice or otherwise in accordance with Depositary procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with Depositary procedures setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of the Issuers’ obligations with respect to such purchase may be performed by another Person; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must followfollow in order to have its Notes repurchased.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails The Issuers will comply, to receive such notice or a Holder receives such notice but it is defectivethe extent applicable, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes by the Issuers pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under described in this Section 4.07 Indenture by virtue thereof.
(bc) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedvalidly tendered and not validly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers and (b) at the Issuers’ option, the Notes so accepted for cancellation.
(cd) The Issuer shall Issuers will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a .
(e) A Change of Control Offer may be made in advance of a Change of Control, Control and conditional upon such Change of Control, Control if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall A Change of Control Offer may be made pursuant at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the provisions Change of Sections 3.02, 3.05 and 3.06 hereofControl Offer may not condition tenders on the delivery of such consents).
Appears in 2 contracts
Samples: Senior Secured Second Lien Notes Indenture (Talos Energy Inc.), Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously otherwise prepaid in accordance with Section 5.2(a) or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 9.8 hereof, the Issuer Borrower shall make an offer to purchase prepay all of the Notes Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control PaymentPrepayment”) equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes Lenders of record 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 Issuer Borrower shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarAdministrative Agent, to each Holder of Notes Lender to the address of such Holder Lender appearing in the security register Register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCAdministrative Agent, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 9.12 and that all Notes properly tendered pursuant such Lender has the right to require the Borrower to prepay such Change of Control Offer will be accepted for payment by the IssuerLender’s Loans;
(2) the purchase price prepayment amount and the purchase prepayment date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Prepayment Date”);
(3) that any Note Loans not properly tendered accepted for prepayment pursuant to this Section 9.12 will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Borrower defaults in the payment prepayment of the Change of Control PaymentPrepayment, all Notes Loans accepted for payment prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Prepayment Date;
(5) that Holders Lenders electing to have any Notes purchased their Loans prepaid pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, give written notice to the paying agent specified in the notice at the address specified in the notice Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders Lenders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Borrower to purchase prepay such NotesLoans, provided that the paying agent Borrower receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesLender, the principal amount of Notes tendered Loans accepted for purchaseprepayment, and a statement that such Holder Lender is withdrawing its tendered Notes and its election to have such Notes purchasedLoans prepaid;
(7) Holders tendering less than [Reserved].
(8) that if such notice is delivered prior to the occurrence of a Change of Control stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Borrower’s discretion, the Change of Control Payment Date may be delayed until such time as any or all of their Notes will such conditions shall be issued new Notes satisfied, or that such purchase may not occur and such new Notes will notice may be equal rescinded in principal amount to the unpurchased portion event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Notes surrendered. The unpurchased portion Change of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the IssuerBorrower, consistent with this Section 4.079.12, that a Holder Lender must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder Lender fails to receive such notice or a Holder Lender receives such notice but it is defective, such HolderLender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes Loans as to all other Holders Lenders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Prepayment Date, the Issuer Borrower shall, to the extent permitted by law,
(1i) accept for payment prepay all Notes issued by it Loans, or portions thereof properly tendered thereof, accepted for prepayment in accordance with this Section 9.12, pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Administrative Agent an amount equal to the aggregate Change of Control Payment Prepayment in respect of all Notes Loans or portions thereof so tenderedaccepted for prepayment; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with Administrative Agent, an Officer’s Certificate to the Trustee Administrative Agent stating that such Notes Loans or portions thereof have been tendered to and purchased prepaid by the IssuerBorrower.
(c) The Issuer Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third 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 4.07 9.12 applicable to a Change of Control Offer made by the Issuer Borrower and purchases repays all Notes validly tendered and not withdrawn under Loans accepted for prepayment pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.079.12, any purchase prepayment pursuant to this Section 4.07 9.12 shall be made pursuant to the provisions of Sections 3.025.2, 3.05 5.5 and 3.06 5.6 hereof.
(e) The provisions of this Section 9.12, and the definition of “Change of Control,” may be waived or modified with the written consent of the Required Lenders.
Appears in 2 contracts
Samples: Second Lien Loan Agreement (SunOpta Inc.), Second Lien Loan Agreement (SunOpta Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company has previously or concurrently mailed a redemption given notice with respect to redeem all of the outstanding Notes as described under pursuant to Section 3.03 and Section 3.07 hereofor 3.09, the Issuer shall Company shall, within 30 days following any Change of Control, make an offer to purchase all of the outstanding Notes pursuant to the offer described below (the a “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of such outstanding Notes plus accrued and unpaid interest, if any, to the date of purchase, purchase (the “Change of Control Payment”) (subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date. Within 30 days following any Date falling on or prior to the Change of Control, the Issuer Control Payment Date). The Company shall send mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerCompany 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 price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (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 that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes 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 a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender such NotesNote, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the paying agent specified in Company, the notice Depositary, if applicable, or a Paying Agent 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 Issuer Company to purchase such Notes, ; provided that if the paying agent receivesCompany, the Depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the close of business on the 30th day 20th Business Day following the date of the Change of Control notice, a telegram, 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) Holders that if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and
(8) the any other instructions, as determined by the Issuer, Company consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed sent in a manner herein provided and (bB) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.
(b) On the Change of Control Payment Date, the Company shall, 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) validly tendered and not validly withdrawn 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 so accepted for payment; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.14.
(c) The Paying Agent shall promptly mail to each Holder of Notes so accepted for payment the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each such 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) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest , if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(f) The Issuer Company shall comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereofof the conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dg) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 2 contracts
Samples: Indenture (New Gold Inc. /FI), Indenture (New Gold Inc. /FI)
Offer to Repurchase Upon Change of Control. (a) If a Following the completion of any Senior Secured Notes Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofOffer, the Issuer shall make an be required to offer each Holder of Debentures to purchase repurchase all or any part (in minimum denominations of the Notes pursuant to lesser of a Holder’s entire position and $1,000 and any integral multiple of $1.00 in excess thereof) of that Holder’s Debentures on the offer described below terms set forth in this Indenture (the “Change of Control Offer”). For purposes of this Section 8.9, the “completion of any Senior Secured Notes Change of Control Offer” shall be deemed to have occurred on the earlier of (a) at the date upon which all Senior Secured Notes properly tendered pursuant to a price Senior Secured Notes Change of Control Offer have been accepted by the Issuer (or a third party as permitted under the Senior Secured Note Indenture) for payment and the Issuer (or such third party) has deposited with the paying agent the necessary cash amount to effect payment in cash full for all such Senior Secured Notes or (b) if no Senior Secured Notes remain outstanding upon the occurrence of a Change of Control, the date of such Change of Control. In the Change of Control Offer, the Issuer shall offer a Change of Control payment (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Debentures repurchased, plus accrued and unpaid interest, if any, to the date of purchase, repurchase on the Debentures repurchased (subject to the right rights of Holders of the Notes of record Debentures on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), payable in cash or, at the Issuer’s election, in whole or in part, in Common Shares having an aggregate value, based on the Current Market Price as of the date on which the notice of the Change of Control Offer is given, equal to the Change of Control Payment. Within 30 days following the completion of any Senior Secured Notes Change of ControlControl Offer, the Issuer shall send a notice to each Holder of such Change of Control Offer by first-class mailDebentures, with a copy to the Trustee and Debenture Trustees, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.07 and that all Notes properly tendered pursuant to such repurchase Debentures on the date specified in the notice (the “Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datePayment Date”), which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (sent, pursuant to the “Change of Control Payment Date”);
(3) procedures required by this Indenture and described in such notice. In the event that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment elects to pay all or any portion of the Change of Control PaymentPayment in Common Shares, all Notes accepted for payment pursuant to such notice shall state that such election is being made and shall set forth the applicable Current Market Price, as determined as of the date on which the notice of the Change of Control Offer will cease is given, that shall be used for Common Shares to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased be issued 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectelection. The Issuer 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 or and regulations are applicable in connection with the repurchase of Notes pursuant to the Debentures as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.07 Indenture by virtue thereof.
(b) of such compliance. On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it Debentures or portions thereof of Debentures properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an a cash amount or a number of Common Shares, or a combination thereof, equal to the aggregate Change of Control Payment in respect of all Notes Debentures or portions thereof so of Debentures properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Debenture Trustees the Notes so Debentures properly accepted together with an Officer’s Certificate to stating the Trustee stating that such Notes aggregate principal amount of Debentures or portions thereof of Debentures being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Debentures properly tendered the Change of Control Payment for such Debentures as directed by the Issuer in writing, and the Canadian Debenture Trustee shall promptly authenticate upon an authentication order from the Issuer and mail (or cause to be transferred by book entry) to each Holder a Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, if any, provided that each Debenture shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions of this Section 8.9 that require the Issuer to make a Change of Control Offer following the completion of any Senior Secured Notes Change of Control Offer shall be applicable whether or not any other provisions of this Indenture are applicable. Except as set forth in this Section 8.9 with respect to a Change of Control, the Issuer shall not be required to repurchase or redeem Debentures in the event of a takeover, recapitalization or similar transaction. If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered to and purchased the Issuer pursuant to the Change of Control Offer, the Issuer shall have the right to redeem all the remaining Debentures at the same price as under the Change of Control Offer. Notice of such redemption must be given by the Issuer.
(c) Issuer to the Debenture Trustees within 10 days following the expiry of the Change of Control Offer, and promptly thereafter, by the Debenture Trustees to the Holders of the Debentures not tendered pursuant to the Change of Control Offer. The Issuer shall not be required to make a Change of Control Offer following a upon the completion of any Senior Secured Notes Change of Control Offer if 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 Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly Debentures properly tendered and not withdrawn under such the Change of Control Offer, unless and until there is a default in payment of the amount equal to the Change of Control Payment. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made made, concurrently with a Senior Secured Notes Change of Control Offer and in advance of a Change of Control, conditional upon the consummation of such Change of Control, if (i) a definitive agreement is in place for the Change of Control at the time the Senior Secured Notes Change of making Control Offer and the Change of Control Offer are made, and (ii) the Change of Control Offer is conditional upon the completion of the Senior Secured Notes Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Trust Indenture (Wall2wall Media Inc.), Trust Indenture (Wall2wall Media Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but not including, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within Prior to or within 30 days following any Change of Control, the Issuer Issuers shall send deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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 Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order 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 the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall 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 such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “purchase date” and similar words, as applicable.
(f) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 2 contracts
Samples: Indenture (J Crew Group Inc), Indenture (J Crew Group Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously otherwise prepaid in accordance with Section 5.2(a) or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 9.8 hereof, the Issuer Borrower shall make an offer to purchase prepay all of the Notes Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control PaymentPrepayment”) equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes Lenders of record 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 Issuer Borrower shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarAdministrative Agent, to each Holder of Notes Lender to the address of such Holder Lender appearing in the security register Register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCAdministrative Agent, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 9.12 and that all Notes properly tendered pursuant such Lender has the right to require the Borrower to prepay such Change of Control Offer will be accepted for payment by the IssuerLender’s Loans;
(2) the purchase price prepayment amount and the purchase prepayment date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Prepayment Date”);
(3) that any Note Loans not properly tendered accepted for prepayment pursuant to this Section 9.12 will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Borrower defaults in the payment prepayment of the Change of Control PaymentPrepayment, all Notes Loans accepted for payment prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Prepayment 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 Lenders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Borrower to purchase prepay such NotesLoans, provided that the paying agent Borrower receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesLender, the principal amount of Notes tendered Loans accepted for purchaseprepayment, and a statement that such Holder Lender is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereofLoans prepaid; and
(8) 6) the other instructions, as determined by the IssuerBorrower, consistent with this Section 4.079.12, that a Holder Lender must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder Lender fails to receive such notice or a Holder Lender receives such notice but it is defective, such HolderLender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes Loans as to all other Holders Lenders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Prepayment Date, the Issuer Borrower shall, to the extent permitted by law,
(1i) accept for payment prepay all Notes issued by it Loans, or portions thereof properly tendered thereof, accepted for prepayment in accordance with this Section 9.12, pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Administrative Agent an amount equal to the aggregate Change of Control Payment Prepayment in respect of all Notes Loans or portions thereof so tenderedaccreted for prepayment; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with Administrative Agent, an Officer’s Certificate to the Trustee Administrative Agent stating that such Notes Loans or portions thereof have been tendered to and purchased prepaid by the IssuerBorrower.
(c) The Issuer Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third 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 4.07 9.12 applicable to a Change of Control Offer made by the Issuer Borrower and purchases repays all Notes validly tendered and not withdrawn under Loans accepted for prepayment pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.079.12, any purchase prepayment pursuant to this Section 4.07 9.12 shall be made pursuant to the provisions of Sections 3.025.2, 3.05 5.5 and 3.06 5.6 hereof.
Appears in 2 contracts
Samples: Senior Unsecured Interim Loan Agreement (First Data Corp), Senior Unsecured Interim Loan Agreement (First Data Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Security Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3c) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegramfacsimile transmission, facsimile electronic 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;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will shall be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) i) the other instructions, as determined by the Issuer, consistent with this Section 4.07, 4.14 that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ck) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 3.06, hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. The provisions of this Section 4.14, and the definition of “Change of Control,” may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (American Tire Distributors Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 [ ] in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.15, any purchase pursuant to this Section 4.07 3.15 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional with respect to all the outstanding Notes as described under Section 3.07 hereofor 11.01, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date of purchase, subject to the right of Holders of the Notes of record 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 Issuer shall send notice of such Change of Control Offer by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;; [[DMS:3863145v3:05/24/2019--10:26 AM]]
(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 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all that if a Holder requests that only a portion of their Notes a Note held by it be purchased, such Holder will be issued a new Notes and such new Notes will be Note equal in principal amount to the unpurchased portion of the Notes Note surrendered. The unpurchased portion of the Notes Note must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.09, that a Holder must follow.
(a) . While the notice is mailed Notes are in a manner herein provided global form and (b) any Holder fails the Issuer makes an offer 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 purchase all of the proceedings Notes pursuant to the Change of Control Offer, a holder of Notes may exercise its option to elect for the purchase of the Notes as through the facilities of DTC, subject to all other Holders that properly received such notice without defectits rules and regulations. The Issuer 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly authenticate and 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 Issuer 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) The Notwithstanding anything to the contrary in this Section 4.09, the Issuer shall not be required to make a Change of Control Offer following 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 [[DMS:3863145v3:05/24/2019--10:26 AM]] forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.07 unless and until there is a Default in payment of the applicable redemption price.
(d) Notwithstanding anything to the contrary hereinin this Section 4.09, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the such Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control, the Issuer will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (in integral multiples of $1,000 in excess thereof; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part) of that Holder's Senior Notes pursuant to a Change of Control occurs, unless Offer on the Issuer has previously or concurrently mailed a redemption notice with respect to all terms set forth in this Senior Notes Indenture. In the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at , the Issuer will offer a price payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Senior Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Senior Notes repurchased to the date of purchasepurchase (the "Change of Control Payment"), subject to the right rights of Holders of the Notes of record 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 Issuer shall send will mail a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the at such Holder's registered address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise deliver a notice in accordance with the procedures of DTCSection 3.03 and Section 12.01 hereof, with stating that a Change of Control Offer is being made and offering to repurchase Senior Notes of the following informationapplicable series on the date (the "Change of Control Payment Date") specified in the notice:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.07 4.13 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2ii) the purchase price and the purchase dateChange of Control Payment Date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)or delivered;
(3iii) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5v) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Senior Notes, with the form entitled “"Option of Holder to Elect Purchase” on " attached to the reverse of such Senior Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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;
(6vi) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Senior Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Senior Notes purchased;; and
(7vii) that Holders tendering less than all of their whose Senior Notes are being purchased only in part will be issued new Senior Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Senior Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Senior Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.07Senior Notes Indenture, the Issuer shall will comply with the any applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 Senior Notes Indenture by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1i) accept for payment all Senior Notes issued by it or portions thereof of Senior Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tenderedof Senior Notes properly tendered and not withdrawn; and
(3iii) deliver, deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased by the Issuer. The Paying Agent will promptly mail (or cause to be delivered) to each Holder properly tendered and not withdrawn the Change of Control Payment for such Senior Notes, to and the Trustee for cancellation the Notes so accepted together with (or an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased authentication agent approved by it, upon receipt of an authentication order from the Issuer.
) will promptly authenticate and mail (cor cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any. The Issuer shall not be required will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions of this Section 4.13 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Senior Notes Indenture are applicable.
(d) Notwithstanding anything to the contrary in this Section 4.13, the 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 Section 4.07 Senior Notes Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) an unconditional notice of redemption has been given pursuant to Section 3.07 hereof or all conditions to redemption under Section 3.07 hereof have been satisfied or waived, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary hereincontained in this Section 4.13, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if provided a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(de) Other than as specifically provided in The provisions of this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant Senior Notes Indenture relating to the provisions Issuer's obligation to make an offer to repurchase the Senior Notes as a result of Sections 3.02a Change of Control may be waived or modified with the written consent of Holders of a majority in outstanding aggregate principal amount of the Senior Notes of such series.
(f) If and for so long as the Senior Notes of the relevant series are listed on the Official List of the Exchange and the rules of the Exchange so require, 3.05 the Issuer will publish notices relating to the Change of Control Offer to the extent and 3.06 hereofin the manner permitted by such rules.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under set forth in Section 3.07 5 of the Notes and Section 3.03 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mailOffer, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control notice, Payment Date a telegram, facsimile or electronic mail transmission (via pdf) or a 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 1.00 in excess thereofprincipal amount; provided, however, in the case of PIK Notes or Partial PIK Interest, the principal amount of such unpurchased portion may equal a minimum of $1.00 or an integral multiple of $1.00;
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if sent in a manner herein provided, including, without limitation, by electronic mail or first-class mail, postage prepaid, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but not including, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 days following any Change of Control, the Issuer shall send Issuers will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register (or otherwise in accordance with the alternative delivery procedures specified in the final paragraph of DTC, Section 3.03) with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”);
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) 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;
(6f) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Common Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, facsimile or electronic 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;
(7g) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 at least €100,000 or an any integral multiple of $€1,000 in excess thereof;
(h) if such notice is mailed or otherwise delivered prior to the occurrence of a Change of Control, that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) i) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer shall Issuers will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. The provisions of Sections 3.02, 3.05 and 3.06 hereof and this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Indenture (Kraton Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed or otherwise delivered in accordance with the procedures of DTC a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofhereof and shall redeem all of the outstanding Notes pursuant thereto, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise delivered in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will shall be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the IssuerTCEH, consistent with this Section 4.074.14, that a Holder must follow. Any proceeds received by the Issuer or any Restricted Subsidiary from a sale, conveyance or disposition of Collateral that constitutes a Change of Control shall be subject to a perfected security interest for the benefit of the Holders of the Notes and the other First Lien Obligations until consummation of the Change of Control Offer pursuant to this Section 4.14.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2B) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and 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 Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 5.05 hereof, without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without with-out defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.14 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.14, any purchase pursuant to this Section 4.07 3.14 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 1 contract
Samples: Indenture (Bunge N.A. Finance L.P.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th 30 day following the date of the Change of Control notice, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 1.00 or an integral multiple of $1,000 in excess thereof1.00 thereafter; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14 described hereunder, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Travelport LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under set forth in each of Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer shall has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as set forth in Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer will send notice of such Change of Control Offer by electronic transmission (for Notes held in book-entry form) or first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures Applicable Procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed transmitted or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereofprincipal amount;
(8) if such notice is transmitted or delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed delivered in a manner herein provided and (b) any Holder of any Note fails to receive such notice or a Holder of any Note receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders of Notes that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Notwithstanding the foregoing, prior to the Step-up Trigger Date, in the event that at the time of a Change of Control the terms of any Senior Indebtedness (including Senior Indebtedness pursuant to the Senior Credit Facilities and any future credit agreements) restrict or prohibit the purchase of the Notes following such Change of Control, then prior to the mailing of the notice to the Holders of the Notes but in any event within 30 days following such Change of Control, the Company and its Restricted Subsidiaries shall (i) repay in full all such Senior Indebtedness or (ii) obtain the requisite consents under the agreements governing such Senior Indebtedness (including the Senior Credit Facilities and any such other credit agreements) to permit the repurchase of the Notes. If the Company and its Restricted Subsidiaries do not repay such Senior Indebtedness or obtain such consents, the Company and its Restricted Subsidiaries shall be prohibited from purchasing Notes.
(e) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have previously or concurrently delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, subject to the right of Holders of record of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice was mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control;
(6) 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;
(67) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, provided provided, that the paying agent receives, not later than the close of business on the 30th day following the date of second Business Day prior to the Change of Control noticePayment Date, a telegram, facsimile or electronic 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) Holders tendering 8) that if the Issuers are redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess of $2,000 or, in the case any PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.074.14, that a Holder must followfollow in order to have its Notes repurchased.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Michaels Companies, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 or Article XIII hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mailmail or by electronic delivery, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register Note Register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering that if the Issuer is redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the applicable provisions of Section 3.01 through 3.06 hereof.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding the date of redemption. Any such redemption pursuant to this Section 4.15(e) shall be made pursuant to the applicable provisions of Sections 3.02, 3.05 and 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Toys R Us Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Repurchase Event occurs, unless the Issuer has previously or concurrently mailed delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control Repurchase Event) with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchaserepurchase, subject to the right of Holders of the Notes of record 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 ControlControl Repurchase Event, the Issuer shall send deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to at the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with describing the following information:
transaction or transactions that constitute the Change of Control Repurchase Event and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. Such notice shall state: (1) that a the Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
Interest; (4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on Interest 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent 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 will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or and regulations are applicable in connection with the repurchase of Notes pursuant to in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of this Section 4.07 by virtue thereofIndenture.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
properly tendered and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and 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 $l,000 in excess thereof. The Issuer 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) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (i) 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 4.07 4.14 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (ii) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described in Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other If holders of not less than as specifically provided 90% in this Section 4.07aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to this Section 4.07 shall be made pursuant the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the provisions principal amount thereof plus accrued and unpaid interest to but excluding the date of Sections 3.02, 3.05 and 3.06 hereofredemption.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, in cash to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 1.00 or an any integral multiple of $1,000 1.00 in excess thereof;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) i) the other instructions, as determined by the Issuer, consistent with this Section 4.07, 4.14 that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2B) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) . The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) ; provided that after the first public offering of the Issuer’s common stock or the common stock of any direct or indirect parent company of the Issuer after the Issue Date, such definitive agreement shall not be required. Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if anyinterest on the Notes repurchased, to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer shall Issuers will send a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.07 10.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent 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 will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.0710.16, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.07 10.16 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerIssuers. The Paying Agent will promptly mail or send by wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 10.16, the Issuers will not be required to make a Change of Control Offer following 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 4.07 10.16 applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) notice of redemption has been given pursuant to Section 11.08 hereof unless and until there is a default in payment of the applicable Redemption Price.
(d) Notwithstanding anything to the contrary in this Supplemental Indenture, the provisions of this Section 10.16 that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Supplemental Indenture are applicable.
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(df) Other In the event that Holders of not less than as specifically provided 90% of the aggregate principal amount of the Notes then outstanding accept a Change of Control Offer and the Issuers (or the third party making the Change of Control Offer in this Section 4.07lieu of the Issuers) purchase all of the Notes held by such Holders, any the Issuers 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 this Section 4.07 shall be made pursuant 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 provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).
Appears in 1 contract
Samples: Second Supplemental Indenture (Suburban Propane Partners Lp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.06 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCthe Clearing Systems with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 [ ] in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.14, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder or the Trustee receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered (subject to minimum denomination requirements) pursuant to the Change of Control Offer;Offer as provided in Section 3.14(a)(x),
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.14 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.14, any purchase pursuant to this Section 4.07 3.14 shall be made pursuant to the provisions of Sections 3.02Section 5.05, 3.05 5.07 and 3.06 5.09 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously prior to or concurrently mailed with the time the Issuer is required to make a Change of Control Offer delivered electronically or sent a redemption notice with respect to all the outstanding Notes as described under pursuant to Section 3.07 or Section 11.01 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but not including, the date of purchasepurchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within No later than 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, mail with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with Section 4.14(e) hereof;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of third Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7) that Holders tendering less than all of their whose Notes will only be purchased in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) the 9) any other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(ab) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the purchase date.
(c) The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is mailed sent in a manner herein provided and (bii) 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(bd) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ce) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
(g) The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If Section 4.1 Subject to Section 4.2, if a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to each Holder of the Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a price purchase price, in cash (the “Change of Control Payment”) cash, equal to 101% of the aggregate outstanding principal amount thereof of the Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, to the date of purchase, any (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with mail a copy to the Trustee and the Registrar, written offer (an "Offer") to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures terms of DTC, Section 1104 of the Base Indenture. The Offer shall contain all the information required by applicable law to be included therein. The Offer shall also contain information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the following informationChange of Control Offer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Offer shall also state:
(1a) that a the Change of Control Offer is being made pursuant to this Section 4.07 covenant and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by on the IssuerChange of Control Payment Date, as defined below;
(2b) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"), which date shall also be the date the Offer expires;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the date specified in such notice, which shall not be earlier than first to occur of (i) the thirtieth day following the date of such notice and (ii) the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;
(7g) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, h) that Holders electing to have a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes Note purchased pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed Offer may elect to have breached its obligations under this Section 4.07 by virtue thereof.
(b) Notes purchased in integral multiples of $1,000 only. On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by lawlawful,
(1i) accept for payment all Notes issued by it or portions thereof of the Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of the Notes so tendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
(c) Company. The Issuer Paying Agent shall not be required promptly mail to make a Change each Holder of Control Offer following a Change of Control if a third party makes Notes properly tendered payment in an amount equal to the Change of Control Offer in the manner, at the times and otherwise in compliance Payment with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything respect to the contrary hereinpurchased Notes, a Change of Control Offer may and the Trustee shall promptly authenticate and mail (or cause to be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.transferred by book
Appears in 1 contract
Samples: Supplemental Indenture (Senior Housing Properties Trust)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed or transmitted electronically a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically or by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th last day following the date of the Change of Control notice, a telegramoffer period, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) if such notice is delivered prior to the other instructionsoccurrence of a Change of Control, such notice shall state that the Change of Control Offer is conditional on the occurrence of such Change of Control and describe such condition and, if applicable, state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as determined any or all such conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the IssuerChange of Control Payment Date, consistent with this Section 4.07or by the Change of Control Payment Date as so delayed.
(b) While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, that a Holder must followmay exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof; provided, however, that the Issuer provides the Trustee with an Officers’ Certificate certifying its compliance with the applicable securities laws and regulations and the provisions of this Section 4.14 that could not be complied with.
(bc) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(cd) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail 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 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.
(e) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Aramark)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day 20th Business Day following the date of the Change of Control notice, a telegram, 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) Holders tendering that if less than all of their such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes and such new Notes will be 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 in excess thereofof $2,000; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, and similar laws and regulations of other jurisdictions, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Patheon Inc)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional with respect to all the outstanding Notes as described under in Section 3.07 hereof3.07, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date of purchase, subject to the right of Holders of the Notes holders of record 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 Issuer shall send notice of such Change of Control Offer electronically or by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered (and not properly withdrawn) pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note note not properly tendered will (or tendered but properly withdrawn and not properly retendered) shall remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 DateDate or comply with applicable procedures of DTC for such tender;
(6) that Holders holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, 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 purchasedpurchased or the holder complies with the applicable procedures of DTC for such withdrawal;
(7) Holders tendering less than all that if a Holder requests that only a portion of their Notes will a note held by it be purchased, such Holder shall be issued a new Notes and such new Notes will be note equal in principal amount to the unpurchased portion of the Notes note surrendered. The ; provided that the unpurchased portion of the Notes such note must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, a statement that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
(a) . While the notice is mailed notes are in global form and the Issuer makes a manner herein provided and (b) any Holder fails Change of Control Offer, a holder may exercise its option 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 the proceedings elect for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act notes (and any other securities laws and regulations thereunder election to withdraw its tendered notes) through the extent such laws or regulations are applicable in connection with the repurchase facilities of Notes pursuant DTC, subject to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07DTC’s rules, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereofapplicable procedures.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it notes or portions thereof of notes properly tendered (and not properly withdrawn) pursuant to the Change of Control Offer;
(2) unless deposited before the Change of Control Payment Date (but in any case, prior to 10:00 a.m., New York City time, on the Change of Control Payment Date), deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes notes or portions thereof so tenderedof notes accepted for payment; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee the notes accepted for cancellation the Notes so accepted payment together with an Officer’s Certificate to stating the Trustee stating that such Notes aggregate principal amount of notes or portions thereof have been tendered to and of notes being purchased by the Issuer.
(c) The Paying Agent will promptly remit to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of an Authentication Order from the Issuer, will promptly authenticate and 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 will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(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, the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such 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.
(f) The Issuer shall not be required to make a Change of Control Offer following 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered (and not withdrawn properly withdrawn) under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made or (2) a notice of redemption that is or has become unconditional has been given pursuant to this Indenture as described in advance of Section 3.07 unless and until there is a Change of Control, conditional upon such Change of Control, if a definitive agreement is default in place for the Change of Control at the time of making payment of the Change of Control Offerapplicable redemption price.
(dg) The Issuer shall comply with all applicable securities laws and regulations, including the requirements of Rule 14e-1 under the Exchange Act. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of the conflict.
(h) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Samples: Indenture (Howard Hughes Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed or delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofhereof and shall redeem all of the outstanding Notes pursuant thereto, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise delivered in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will shall be 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 in excess thereof; and
(8) the other instructions, as determined by the IssuerTCEH, consistent with this Section 4.074.14, that a Holder must follow. Any proceeds received by the Issuer or any Restricted Subsidiary from a sale, conveyance or disposition of Collateral that constitutes a Change of Control shall be subject to a perfected security interest for the benefit of the Holders of the Notes, the TCEH Senior Secured Facilities and any Pari Passu Secured Indebtedness until consummation of the Change of Control Offer pursuant to this Section 4.14.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2B) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and 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 Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuer Company has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofhereof and all conditions precedent applicable to such redemption notice have been satisfied, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record 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 Issuer shall send Company will deliver notice of such Change of Control Offer by electronic transmission or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCapplicable procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);; 107
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegramfacsimile transmission, facsimile electronic 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 Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;; 108
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The Issuer shall Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Sabre Corp)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional with respect to all the outstanding Notes as described under Section 3.07 hereofor 11.01, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date of purchase, subject to the right of Holders of the Notes of record 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 Issuer shall send notice of such Change of Control Offer by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all that if a Holder requests that only a portion of their Notes a Note held by it be purchased, such Holder will be issued a new Notes and such new Notes will be Note equal in principal amount to the unpurchased portion of the Notes Note surrendered. The unpurchased portion of the Notes Note must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.09, that a Holder must follow.
(a) . While the notice is mailed Notes are in a manner herein provided global form and (b) any Holder fails the Issuer makes an offer 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 purchase all of the proceedings Notes pursuant to the Change of Control Offer, a holder of Notes may exercise its option to elect for the purchase of the Notes as through the facilities of DTC, subject to all other Holders that properly received such notice without defectits rules and regulations. The Issuer 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly authenticate and 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 Issuer 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) The Notwithstanding anything to the contrary in this Section 4.09, the Issuer shall not be required to make a Change of Control Offer following 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 4.07 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.07 unless and until there is a Default in payment of the applicable redemption price.
(d) Notwithstanding anything to the contrary hereinin this Section 4.09, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the such Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Security Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3c) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegramfacsimile transmission, facsimile electronic transmission or letter setting forth the name of the Holder of the NotesHolder, 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;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will shall be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) i) the other instructions, as determined by the Issuer, consistent with this Section 4.07, 4.14 that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) . The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) . Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 3.06, hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. The provisions of this Section 4.14, and the definition of “Change of Control,” may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Cambium Learning Group, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.06 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCthe Clearing Systems with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.14, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder or the Trustee receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;Offer (subject to minimum denomination requirements as provided in Section 3.14(a)(x)),
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.14 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.14, any purchase pursuant to this Section 4.07 3.14 shall be made pursuant to the provisions of Sections 3.02Section 5.05, 3.05 5.07 and 3.06 5.09 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursRepurchase Event occurs after the Issue Date, unless the Issuer has previously or concurrently mailed mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Repurchase Event, unless the Issuer has previously or concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer by first-class mail, or electronic delivery if the Notes are held at DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will will, subject to clause (7) of this Section 4.15(a), be no earlier than 30 days nor later than 60 days from the date such notice is mailed or electronically delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event notice, a telegram, 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;
(76) that if the Holders tendering tender less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 in excess thereof;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment Date as so delayed; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.15(c) will have the status of Notes issued and outstanding unless transferred to the Issuer. If such Notes are transferred to the Issuer, such Notes will have the status of Notes issued but outstanding or will be retired and canceled at the option of the Issuer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest on the Notes that remain outstanding to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(f) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.07, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.00% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of Control, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the at such Holder’s registered address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder of the NotesHolder, 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) Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such notice that payment of the purchase price and performance of the Issuer’s obligations with respect to such purchase may be performed by another Person; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order 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 the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedvalidly tendered and not validly withdrawn; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and (b) at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a .
(d) A Change of Control Offer may be made in advance of a Change of Control, Control and conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than A Change of Control Offer may be made at the same time as specifically provided consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(f) Upon consummation of any Change of Control Offer, the Notes are subject to redemption as set forth in this Section 4.073.07.
(g) The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Issuer to make an offer to repurchase the Notes as described above. In light of the foregoing, any purchase pursuant to this Section 4.07 determination of “substantially all” shall be made pursuant by the Issuer in good faith.
(h) The Issuer’s obligation to make an offer to repurchase the provisions Notes as a result of Sections 3.02, 3.05 and 3.06 hereofa Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Indenture (PQ Group Holdings Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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;
(6ix) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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;
(7x) Holders tendering that if the Company is repurchasing less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be 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 [ ] in excess thereof; and
(8) xi) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.073.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of all federal and state securities laws, including, specifically, Rule 14e-1 13e-4, if applicable, under the Exchange Act Act, and any other securities laws and regulations thereunder related Schedule 13E-4 required to be submitted under that rule, to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.073.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 3.15 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered (subject to minimum denomination requirements) pursuant to the Change of Control Offer;,
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that the aggregate principal amount of such Notes or portions thereof that have been tendered to to, and purchased by by, the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 3.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of ControlControl Triggering Event, conditional upon such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.073.15, any purchase pursuant to this Section 4.07 3.15 shall be made pursuant to the provisions of Sections 3.02Section 5.04, 3.05 5.06 and 3.06 5.08 hereof.
(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent applicable Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, 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 Notes, or specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000 in relation to the Dollar Notes or €100,000 or any integral multiple of €1,000 in excess of €100,000 in relation to the Euro Notes;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and; and
(8) i) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.07, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.07 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the a Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 15 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs that results in a Ratings Decline, unless the Issuer has Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the outstanding Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer Issuers shall send notice of such Change of Control Offer by first-class mailmail or by electronic transmission, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with a copy to the Trustee and the Registrar, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 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 Issuer Issuers to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the expiration date of the Change of Control noticeOffer, a telegram, 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 Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7) Holders tendering that if the Issuers are redeeming less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess thereofthereafter;
(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) the 9) such other instructions, as determined by the IssuerIssuers, as are consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.07 Indenture by virtue thereof.
(b) . On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee Registrar for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee Registrar stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(cb) The Issuer Issuers shall not be required to make a Change of Control Offer following 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the change of control payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer is made. The settlement date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control may be changed to conform to the actual closing date of such Change of Control; provided that such settlement date is not earlier than 10 days nor later than 60 days from the date the Change of Control Offer notice is sent as described in clause (a) of this Section 4.14.
(c) If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or an Alternate Offer and the Issuers (or any third party making such Change of Control Offer or Alternate Offer in lieu of the Issuers as described above) purchase all of the Notes held by such Holders, the Issuers shall 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 the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Notes redeemed plus accrued and unpaid interest, if any, thereon to the date of redemption, subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (PBF Holding Co LLC)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has previously or concurrently delivered electronically or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofor Article 12, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) a description of the transaction or transactions constituting a Change of Control;
(3) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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;
(67) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering 8) that if less than all of their such Holder’s Notes will are tendered for purchase, such Holder shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000;
(9) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) the 10) such other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) With respect to the Notes, if Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in clause (c) above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 15 nor more than 60 days’ prior notice, provided not more than 30 days have elapsed since such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to the Redemption Date.
(e) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Samples: Indenture (BMC Stock Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofControl, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of purchase, repurchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Dateinterest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuer Company shall send mail a notice of such Change of Control Offer by first-class mail, to each Holder with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and that all such Holder has the right to require the Company to purchase such Holder's Notes properly tendered pursuant at a purchase price in cash equal to 101% of the principal amount of Notes repurchased 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 the relevant interest payment date); (2) the material circumstances and facts regarding such Change of Control (including, without limitation, information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control Offer will be accepted for payment by the Issuer;
Control); (23) the purchase price and the purchase repurchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”");
; (34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
; (45) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent 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;
; (67) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
(c) Company. The Issuer Paying Agent shall not be required promptly mail to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.each Holder
Appears in 1 contract
Samples: Indenture (Sterling Chemical Inc)
Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, unless the Issuer Company has previously or concurrently mailed a redemption notice to the Holders with respect to all of the outstanding Notes as described under provided by Section 3.07 hereofat any time prior to the Change of Control Payment Date, each Holder shall have the Issuer shall make right to require the Company to repurchase all or any part (equal to $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, unless the Issuer shall send Company has mailed a redemption notice with respect to all of such the outstanding Notes to the Holders thereof as provided by Section 3.07 at any time prior to the Change of Control Offer by first-class mailPayment Date, the Company shall mail a notice to each Holder with a copy to the Trustee and (the Registrar, to each Holder “Change of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationControl Offer”) stating:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 has occurred and that all such Holder has the right to require the Company to purchase such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on an interest payment date falling on or prior to the Change of Control Payment Date);
(ii) the circumstances and relevant facts regarding such Change of Control Offer will be accepted for payment by the IssuerControl;
(2iii) the purchase price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”mailed);
(3iv) that any Note Notes not properly tendered will remain outstanding and or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any;
(4v) that that, unless the Issuer Company defaults in the payment of making the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and Additional Interest, if any, after the Change of Control Payment Date;
(5vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent or Depositary, as applicable, 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, subject to the Applicable Procedures;
(6vii) that Holders shall be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such NotesPaying Agent or Depositary, provided that the paying agent as applicable, receives, not later than the close of business on the 30th day following the date of third Business Day preceding the Change of Control noticePayment Date, a telegramtelex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased, subject to the Applicable Procedures;
(7viii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (or transferred by book-entry transfer), which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) ix) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.075.14, that a Holder must follow.
(a) the notice follow in order to have its Notes purchased. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is mailed 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 the proceedings place for the purchase Change of Control at the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with time of making the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Issuer Company shall, to the extent permitted by law,
lawful, (1i) accept for payment all Notes issued by it or portions thereof properly validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
, (2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and not withdrawn and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder that properly tenders Notes or portions of Notes the Trustee stating that Change of Control Payment for such Notes or portions thereof have been tendered of Notes, and the Trustee shall promptly authenticate and mail (or cause to and purchased be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the IssuerNotes 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 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) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control if (i) 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. Notwithstanding anything Offer or (ii) a notice with respect to the contrary herein, a redemption of all Notes pursuant to Section 3.07 has been given pursuant to Section 3.03 at any time prior to the Change of Control Offer may be made Payment Date and the Notes are redeemed in advance accordance with such notice. The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for . To the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to extent that the provisions of Sections 3.02any securities laws or regulations conflict with the provisions of this Indenture, 3.05 the Company shall comply with the applicable securities laws and 3.06 hereofregulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously has, prior to or concurrently with the time the Issuer is required to make a Change of Control Offer, delivered electronically or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofor Article 11, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) a description of the transaction or transactions constituting a Change of Control;
(3) the purchase price and the purchase date, which will be no earlier than 30 days 20 Business Days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the procedures of DTC, 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;
(67) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of the NotesDTC, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering 8) that if less than all of their such Holder’s Notes will are tendered for purchase, such Holder shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The ; provided that the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000 (or if a PIK Payment has been made, $1.00 and any integral multiple of $1.00 in excess thereof);
(9) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed) as the Change of Control shall occur, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that the Change of Control will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the 10) such other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.074.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) With respect to the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third-party making a Change of Control Offer in lieu of the Issuer as described in clause (c) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third-party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days have elapsed since such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to the Redemption Date.
(e) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has previously or concurrently mailed mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer has previously or concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to or electronic delivery if the Trustee and the RegistrarNotes are held at DTC, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will will, subject to clause (7) of this Section 4.15(a), be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed or electronically delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control Offer, notice, a telegramfacsimile transmission, facsimile transmission or letter or, in the case of global notes, notice through the depositary’s systems, 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;
(76) that if the Holders tendering tender less than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof;
(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that the repurchase pursuant to such Change of Control Offer may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment Date as so delayed; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; , and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.15(c) will have the status of Notes issued and outstanding unless transferred to the Issuer. If such Notes are transferred to the Issuer, such Notes will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer.
(e) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a price in cash (the a “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes plus accrued and unpaid interest, if any, interest to the date of purchase, subject to the right rights of Holders of the Notes of record 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 Issuer shall will send notice of such Change of Control Offer by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCTrustee, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer Offer, will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th last day following the date of the Change of Control noticeoffer period, a telegram, telex, 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 Xxxxxx is withdrawing its his tendered Notes and its his election to have such Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) . While the other instructionsNotes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails may exercise its option 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 the proceedings elect for the purchase of the Notes as through. the facilities of DTC, subject to all other Holders that properly received such notice without defectits rules and regulations. The Issuer shall will comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.074,15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under Section 3.09 hereof or this Section 4.07 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted accepted. together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof of Notes have been tendered to and purchased by the Issuer. The Paying Agent will promptly mail to each Holder of Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail 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 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) The Notwithstanding anything to the contrary in this Section 4.15, the Issuer shall will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer 4.15 and Section 3.09 hereof made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under pursuant to Section 3.07 hereof3.07, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest, if any, to but not including the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes of record on the relevant a Record Date to receive any interest due on the relevant Interest Change of Control Payment Date. Date (as defined below).
(b) Within 30 days following any Change of Control, unless the Issuer Company has exercised its right to redeem all of the Notes pursuant to Section 3.07, the Company shall send mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise deliver notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to made, the expiration time for such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of DTC) and that all Notes properly tendered pursuant to such Change of Control Offer will 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 but not including the date of purchase (subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Payment Date);
(2) the purchase date (which shall be no later than five Business Days after the date such Change of Control Offer expires) (the “Change of Control Payment Date”);; and
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as procedures determined by the IssuerCompany, consistent with this Section 4.07Indenture, that a Holder must follow.
(a) the notice is mailed follow 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed order to have breached its obligations under this Section 4.07 by virtue thereof.
(b) Notes repurchased. On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes (in integral multiples of $1,000 (or if any PIK Payment has been made, $1.00)) properly tendered pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000 (or if any PIK Payment has been made, $1.00);
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of Notes so tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to directing the Trustee to cancel the applicable Notes and stating that such the aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany in accordance with the terms of this Section 4.15.
(c) The Issuer Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate, only an Authentication Order, shall be required for the Trustee to authenticate and mail or deliver such 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 minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof (or if any PIK Payment has been made, in minimum denominations of $1.00 and in integral multiples of $1.00 in excess thereof).
(d) If the Change of Control Payment Date is on or after a 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 the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(e) The Company shall not be required to make a Change of Control Offer following upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything .
(f) The Company shall comply, to the contrary hereinextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for Offer. To the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to extent that the provisions of Sections 3.02any securities laws or regulations conflict with provisions of this Indenture, 3.05 the Company shall comply with the applicable securities laws and 3.06 hereofregulations and shall not be deemed to have breached its obligations under this Indenture by virtue of the conflict.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within No later than 30 days following any Change of Control, the Issuer shall send Company will deliver a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Notes to the address of such Holder appearing in the security register with a copy to the Trustee Control and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.07 Section 4.15 and that all Notes properly tendered and not withdrawn pursuant to such the Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price Change of Control Payment and the purchase dateChange of Control Payment Date, which will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)mailed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall 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 the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completedcustomary documents as the Company may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than prior to the close of business on the 30th day following the date of third Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 requirements, laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Section 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.07 Section 4.15 by virtue thereofof such compliance.
(b) On or before the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered and not withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation and the Paying Agent the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(c) The Issuer shall Paying Agent will promptly deliver to each Holder properly tendered and not withdrawn the Change of Control Payment for such Notes (or if all Notes are then in global form, make such payment through the facilities of the Depository), and the Trustee will promptly authenticate and 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 in integral multiples of $1,000 in excess thereof. 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.
(d) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) notice of redemption has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(df) Other If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as specifically provided described in this Section 4.074.15, any purchases all of the Notes validly tendered and not withdrawn 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 such purchase pursuant to the Change of Control Offer described in clause (a) of this Section 4.07 shall be made pursuant Section 4.15(a), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the provisions applicable Change of Sections 3.02Control Purchase Price plus, 3.05 to the extent not included in the Change of Control Purchase Price, accrued and 3.06 hereof.unpaid interest, if any, to the date of redemption
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its rights to redeem all the outstanding Notes pursuant to Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarPaying Agent, to each Holder of Notes to at the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (c) of this Section 4.14;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fourth Business Day prior to the Change of Control noticePayment Date, a telegraman electronic transmission, 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 Holders tendering less (other than all Holders of their a Global Note) whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes any Note must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control, a statement that the Change of Control Offer is conditional on the occurrence of such Change of Control and, if applicable, a statement that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall have occurred, or that such purchase may not occur and such notice may be rescinded in the event the Change of Control shall not have occurred by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14 described hereunder, that a Holder must follow.
(a) the notice is . The notice, if delivered electronically, mailed or caused to be mailed in a manner herein provided and (b) any Holder fails provided, shall be conclusively presumed to receive such notice have been given, whether or a not the Holder receives such notice but it is defectivenotice. In any case, such Holder’s failure to receive give such notice as provided herein or such any defect in the notice to the Holder of any Note designated for purchase shall not affect the validity of the proceedings for the purchase of the Notes as to all any other Holders that properly received such notice without defectNote. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit have deposited with the Paying Agent by 11:00 a.m. (New York Time) an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if (i) 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any such Change of Control, the Issuer (or any Affiliate thereof) has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Additionally, the Issuer will not be required to make a Change of Control Offer if the Issuer has previously issued a notice of redemption for all of the Notes pursuant to Section 3.07 hereof. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer, and the Change of Control Payment Date may be extended automatically until such Change of Control occurs. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.
Appears in 1 contract
Samples: Indenture (Cano Health, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under set forth in each of Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer shall has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as set forth in Section 5 of the Notes and Sections 3.03 and 3.07 hereof, the Issuer will send notice of such Change of Control Offer by electronic transmission (for Notes held in book-entry form) or first-class mail, with a copy to the Trustee Trustee, the Paying Agent and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Trustee, or otherwise in accordance with the procedures Applicable Procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed transmitted or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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 Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of fifth Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile or electronic mail transmission or a 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 the Holders tendering less than all of their whose Notes will are being repurchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 200,000 or an integral multiple of $1,000 in principal amount in excess thereof;
(8) if such notice is transmitted or delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.074.14, that a Holder must follow.
. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder of any Note receives such notice. If (a) the notice is mailed sent in a manner herein provided and (b) any Holder of any Note fails to receive such notice or a Holder of any Note receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders of the Notes that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery to the Paying Agent) the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect irrevocably exercised its right to redeem all the outstanding Notes as described under Section 3.07 hereof5.05 hereof without such redemption being subject to any conditions precedent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 60 days following any Change of ControlControl Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCDTC with a copy to the Trustee, with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.07 3.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) the purchase price and date of the purchase Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(3iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4vii) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5viii) 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.entitled
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase redeem all of the Notes pursuant to Section 3.6, each Holder will have the offer described below right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the “Change remaining principal amount would be less than $1,000) of Control Offer”) such Holder's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, unless the Issuer shall send has exercised its right to redeem all of the Notes pursuant to Section 3.6, the Issuer will mail a notice of such (the "Change of Control Offer by first-class mailOffer") to each Holder at the address appearing in the security register, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all such Holder has the right to require the Issuer to purchase such Holder's Notes properly tendered pursuant at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the "Change of Control Offer will be accepted for payment by the IssuerPayment");
(2) the purchase price and the purchase date, repurchase date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (the “"Change of Control Payment Date”");
(3) the procedures determined by the Issuer, consistent with this Indenture, that any Note not properly tendered will remain outstanding and continue a Holder must follow in order to accrue interesthave its Notes repurchased;
(4) that any Notes not tendered will continue to accrue interest in accordance with the terms of this Indenture;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Depository or Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of the Notes tendered delivered for purchase, purchase and a statement that such Holder is unconditionally withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.074.15, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s 's failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On or before the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes (equal to $1,000 or larger integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of Notes so tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer.
(c) The Paying Agent will promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and 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 larger integral multiples of $1,000.
(d) If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(e) The Issuer shall will not be required to make a Change of Control Offer following upon a Change of Control if if:
(i) 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 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer; or
(ii) a notice of redemption for all of the outstanding Notes has been given pursuant to this Indenture unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed redemption date. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) The Issuer will comply, to the extent applicable, with the requirements of Applicable Securities Laws with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of Applicable Securities Laws conflict with provisions of this Indenture, including this Section 4.15, the Issuer will comply with the Applicable Securities Laws and will not be deemed to have breached its obligations under this Indenture, including this Section 4.15, by virtue of the conflict. In addition, the Issuer will not be deemed to have breached its obligations described in this Indenture, including this Section 4.15 if it does not make a Change of Control Offer to holders resident outside of Canada or the United States.
(g) Other than as specifically provided in this Section 4.074.15, any purchase pursuant to this Section 4.07 4.15 shall be made pursuant to the provisions of Sections 3.02Section 3.2, 3.05 3.5 and 3.06 hereof3.6.
(h) If 90% or more of the aggregate principal amount of the Notes outstanding on the date of the giving of the Change of Control Offer have been tendered to the Issuer pursuant to the Change of Control Offer, the Issuer will have the right to redeem all the remaining Notes at the same price as under the Change of Control Offer. Notice of such redemption must be given by the Issuer to the Trustee within 10 days following the expiry of the Change of Control Offer, and promptly thereafter, by the Trustee to the holders of the Notes not tendered pursuant to the Change of Control Offer.
(i) The Issuer will comply, to the extent applicable, with the requirements of Applicable Securities Laws with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture if it does not repurchase Notes from holders resident outside of Canada or the United States. The provisions described in this Section 4.15 will be applicable whether or not any other provisions of the Indenture are applicable.
Appears in 1 contract
Samples: Senior Secured Notes Indenture
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the date of purchase. Within 30 days following any Change of Control, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegramfacsimile transmission, facsimile transmission letter or letter other communication in accordance with the Applicable Procedures setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
(a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer$2,000;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (APX Group Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on 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 Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, 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) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be 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 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow.
. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.07 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall 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 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;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control noticeOffer, a telegram, 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;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) i) the other instructions, as determined by the Issuer, consistent with this Section 4.07, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed 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 the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer 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 or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.07Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.07 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent by 11 a.m. (New York City time) an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ck) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.074.14, any purchase pursuant to this Section 4.07 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Indenture (APX Group Holdings, Inc.)
