Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 3 contracts
Samples: Indenture (Eer Systems Inc), Indenture (Microdyne Corp), Indenture (L 3 Communications Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.10 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi6) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(vii7) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Company shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(1) the Company shall not be required to make a Change of Control Offer 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 4.10 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Sections 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(2) 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.
(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 Company, or any third party 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 or such third party will have the right, upon not less than 30 days 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 principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the redemption date. Any redemption pursuant to this Section 4.10(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
(e) For the avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (3) of the definition of “Event of Default” in Section 6.01 hereof and not clause (1) or (2) of the definition of “Event of Default” in Section 6.01 hereof, but the failure of the Company to pay the Change of Control Payment when due shall constitute a Default under clause (1) of the definition of “Event of Default” in Section 6.01 hereof.
Appears in 3 contracts
Samples: Indenture, Indenture (American Airlines Inc), Indenture (American Airlines Inc)
Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 3.07, upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to in a minimum aggregate principal amount at Stated Maturity of $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof Accreted Value of the Notes repurchased plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to the date of purchase repurchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, if the Company has not sent a redemption notice pursuant to Section 3.03 for all of the Notes, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ;
(ii2) the purchase price and the purchase date; , which date shall be no earlier than 30 days and no later than 60 days after the date on which such notice is mailed (iiithe "Change of Control Payment Date");
(3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, ; the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and xxx
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. .
(b) 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09, 3.10 or 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09, 3.10 or this Section 4.15 by virtue of such conflict.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a minimum aggregate principal amount of $1,000 or an integral multiple thereof. Prior If the Change of Control Payment Date is on or after an interest record date and on or before the related Interest Payment Date, accrued and unpaid interest, if any, shall be paid to mailing the Holder in whose name a note is registered at the close of business on such record date, and no additional interest shall be payable to the holders who tender pursuant to the Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.10 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
Appears in 3 contracts
Samples: Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to a minimum denomination of $1,000 100,000 or an integral multiple thereofof $1,000 in excess thereof (or, if a PIK Payment has been made, in a minimum denomination of $1.00 or an integral multiple of $1.00 in excess thereof with respect to the portion of any Note constituting PIK Interest) of such that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.10 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi6) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(vii7) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 100,000 in principal amount or an integral multiple thereofof $1,000 in excess thereof (or if a PIK Payment has been made, in a minimum denomination of $1.00 or an integral multiple of $1.00 in excess thereof with respect to the portion of any Note constituting PIK Interest). 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Company shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(1) the Company shall not be required to make a Change of Control Offer 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 4.10 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Sections 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(2) 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.
(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 Company, or any third party 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 or such third party will have the right, upon not less than 10 days 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 principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the redemption date. Any redemption pursuant to this Section 4.10(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
(e) For avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (4)(iii) of the definition of “Event of Default” in Section 6.01 hereof and not clause (2) or (3) of the definition of “Event of Default” in Section 6.01 hereof, but the failure of the Company to pay the Change of Control Payment when due shall constitute a Default under clause (2) of the definition of “Event of Default” in Section 6.01 hereof.
Appears in 2 contracts
Samples: Indenture (American Airlines, Inc.), Indenture (American Airlines, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe “Change of Control Purchase Date”);
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Dateplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to such date of redemption).
Appears in 2 contracts
Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe “Change of Control Purchase Date”);
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Purchase Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Purchase Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Purchase Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Dateplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).
Appears in 2 contracts
Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes pursuant to Section 3.07, the Company shall make a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”). Within ten Not later than 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07, the Company shall mail a notice of the Change of Control Offer to each Holder describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not validly withdrawn will be accepted for payment; ;
(ii2) the purchase price and the Change of Control Settlement Date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the “Change of Control Purchase Date”);
(3) that the Change of Control Offer will expire as of the time specified in such notice and that the Company shall pay the Change of Control Purchase Price for all Notes accepted for purchase date; promptly thereafter on the Change of Control Settlement Date;
(iii4) that any Note not tendered will continue to accrue interest; ;
(iv5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Settlement Date; ;
(v6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" Purchase Form” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent Company at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Date; Offer;
(vi7) that Holders will be entitled to withdraw their election if the Paying Agent Company receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(vii) 8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder and will not be deemed to the extent have breached its obligations under such laws and regulations are applicable in connection with the repurchase provisions by virtue of Notes in connection with a Change of Controlsuch conflict.
(b) On or before the Change of Control Payment Settlement Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered pursuant (and not validly withdrawn), and accompanied by a completed and duly executed “Option of Holder to Elect Purchase Form” in the form attached to such Notes, in response to the Change of Control Offer, . Promptly thereafter on the Change of Control Settlement Date the Company shall:
(ii1) deposit with the Paying Agent pay to each Holder by 10:00 a.m. (New York City time) an amount equal to the Change of Control Payment in respect of all the Notes or portions thereof so tendered (and not validly withdrawn) by such Holder; and
(iii2) deliver or cause to be delivered to the Trustee Holders the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered On the Change of Control Payment for such NotesSettlement Date, and the Trustee shall promptly authenticate and Company will mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be , in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this accordance with Section 4.157.02. 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 Purchase Date.
(c) The Change of Control provisions of this Section 4.15 shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Settlement Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(e) 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 time and otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer by the Company or a third party 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) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company, or any third party 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 Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice as provided in Section 3.03, 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 redemption price in cash equal to the 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.
Appears in 2 contracts
Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereonAmounts, if any, to the date of purchase repurchase (subject to the "Change right of Control Payment"holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07 hereof. Within ten (10) days following any Change of Control, except to the extent that the Company has exercised its right to redeem the Notes by delivery of a notice of redemption pursuant to Section 3.03 hereof, the Company shall mail a notice (a “Change of Control Offer”) to each Holder describing with a copy to the transaction or transactions Trustee stating:
(1) that constitute the a Change of Control has occurred and offering that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 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 specified in (the “Change of Control Payment”));
(2) the circumstances and relevant facts and financial information regarding such notice, Change of Control;
(3) the repurchase date (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed) (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii4) that any Note not tendered will continue to accrue interest; ;
(iv5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v6) that the Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi7) that the Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and , and
(vii) 8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which provided that the unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements has a minimum denomination of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of ControlUS$250,000.
(b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes properly tendered and being purchased by the Company. The Paying Agent shall will promptly mail (but in any case not later than five (5) days after the Change of Control Payment Date) to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee shall 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 shall be in the unpurchased portion has a principal amount minimum denomination of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15US$250,000. The Company shall 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) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) 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 in place for the Change of Control at the time of making of the Change of Control Offer.
(e) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or 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 connection with the repurchase of the Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 1017 and that all Notes tendered will shall be accepted for payment; (ii2) the purchase price and the purchase datedate described below (the "Change of Control Payment Date"); (iii3) that any Note not tendered will shall continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third fifth Business Day preceding the Change of Control Payment Date; (vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Certificate, then such notice shall be modified in form but not substance to the extent appropriate to accord with the procedures of the Depository applicable to repurchases. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Payment Date. 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Company mails or causes to be mailed notice of the Change of Control to the Holders (the "Change of Control Payment Date"), the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1017 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: First Supplemental Indenture (Pride Petroleum Services Inc), First Supplemental Indenture (Pride Petroleum Services Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (the "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within ten 40 days following any Change of Control, the Company Issuers shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to the covenant entitled "Change of Control" and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no nor later than 60 40 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Notes, or similar form acceptable to the Trustee, completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the such Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 2 contracts
Samples: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral a multiple thereof) of such each Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount Current Accretion Amount thereof as of the Change of Control Payment Date, plus accrued and unpaid interest and Additional Amounts thereonSpecial Interest, if any, thereon to the date Change of purchase Control Payment Date (the "“Change of Control Payment"”). 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 and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other applicable law.
(b) Within ten twenty-five (25) days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.7 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , which shall be at least 30 but no more than sixty (60) days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”);
(iii) that any Note Notes not tendered will continue to accrue interest; , Capitalized Interest, if applicable, and Special Interest, if any;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, Capitalized Interest, if applicable, and Special Interest, if any, after the Change of Control Payment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the Paying Agent Company or its designated agent for such purpose, 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; ;
(vi) that Holders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral a multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, Offer and (ii) deposit with the Paying Agent set aside an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Companytendered. The Paying Agent Company shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee Company shall promptly authenticate execute and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount equal to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral a multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 7.7 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Exchange Agreement (Check Mart of New Mexico Inc), Exchange Agreement (Check Mart of New Mexico Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 1.00 or an integral multiple thereof) of such Holder's Holders' Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 5.19 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect PurchaseOPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day business day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchasedpurchased (provided that if the Notes are held as Global Notes with the Depository Trust Company and are eligible for ATOP, such withdrawal shall comply with the ATOP procedures); and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 1.00 in principal amount or an integral multiple thereof. The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee Trustee, the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall will promptly authenticate (upon receipt of a Company Order) 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 will be in a principal amount of $1,000 1.00 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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.. Notwithstanding the foregoing, if the Notes are held as a Global Note by the Depository Trust Company or a nominee thereof, and the Notes are eligible for purchase pursuant to ATOP, the Issuers may comply with the ATOP procedures rather than the procedures set forth above. In addition, to the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 5.19, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 5.19 by virtue thereof. -60-
Appears in 2 contracts
Samples: Indenture (Eott Energy Finance Corp), Indenture (Eott Energy Finance Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Insight Communications Co Inc), Indenture (Insight Communications Co Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000) of such that Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") repurchased at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, to on the Notes repurchased to, but not including, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, except to the Company extent that the Issuers have exercised their right to redeem the Notes in accordance with Article III of this Indenture, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control is being made pursuant to repurchase this Section 4.11 and that all Notes on properly tendered pursuant to such Change of Control Offer shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.11 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuers. The Paying Agent paying agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a 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, and such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.11.
Appears in 2 contracts
Samples: Indenture (Vanguard Health Systems Inc), Indenture (Vanguard Health Systems Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such that Holder's ’s Notes pursuant to on the offer described below (terms set forth in this Indenture. In the "Change of Control Offer") at an , the Company shall offer price a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, on the Notes repurchased to the date of purchase (the "a “Change of Control Payment"Payment Date”). Within ten 30 days following any Change of Control, the Company shall mail send a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 (and describing the transaction or transactions that constitute the Change of Control) and that all Notes tendered shall be accepted for payment; (ii) the purchase price and the Change of Control and offering to repurchase Notes on the date specified in such noticePayment Date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase datesent; (iii) that any Note not tendered will shall continue to accrue interestinterest and Additional Interest, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the 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; (vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii) 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 of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Paying Agent shall promptly mail send to each Holder of Notes so validly 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 such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior .
(d) 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 Interest, if any, will be paid to mailing the Holder in whose name a note is registered at the close of business on such record date, and no other interest or Additional Interest, if any, will be payable to Holders who tender 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 the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or if an irrevocable notice of redemption has been given pursuant to this Indenture in accordance with the provisions set forth in Section 3.07 for all outstanding Notes.
(f) 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 those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, but in . To the extent that the provisions of any event within 90 days following a securities laws or regulations conflict with the Change of ControlControl provisions of this Indenture, the Company shall either repay all outstanding Senior Debt or offer comply with the applicable securities laws and regulations and shall not be deemed to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, have breached its obligations under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change provisions of Control Payment Datethis Indenture by virtue of such conflict.
Appears in 2 contracts
Samples: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)
Offer to Repurchase Upon Change of Control. (a) Upon On and after the occurrence of Acquisition Closing Date, if a Change of Control, each Holder of Notes shall have the right to require Control occurs the Company shall make an offer to repurchase prepay all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes the Loans pursuant to the offer described below (the "“Change of Control Offer"”) at an offer a price in cash (the “Change of Control Prepayment”) equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if anyinterest, to the date of purchase (the "Change of Control Payment")purchase. Within ten 30 days following any Change of Control, the Company shall mail a send notice to each Holder describing the transaction or transactions that constitute the of such Change of Control Offer by first-class mail, with a copy to the Administrative Agent, to each Lender to the address of such Lender appearing in the register with a copy to the Administrative Agent, with the following information:
(i) that a Change of Control Offer is being made pursuant to this Section 6.11 and offering that such Lender has the right to repurchase Notes on require the date specified in Company to prepay such noticeLender’s Loans;
(ii) the prepayment amount and the prepayment date, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Prepayment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; ;
(iii) that any Note Loans not tendered properly accepted for prepayment pursuant to this Section 6.11 will remain outstanding and continue to accrue interest; ;
(iv) that, that unless the Company defaults in the payment of the Change of Control PaymentPrepayment, all Notes Loans accepted for payment prepayment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Payment Prepayment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will Lenders shall be entitled to withdraw their election if to require the Paying Agent Company to prepay such Loans, provided that the Company receives, not later than the close of business on the second Business Day preceding expiration date of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Notes delivered Loans accepted for purchaseprepayment, and a statement that such Holder Lender is withdrawing his its election to have such Loans prepaid;
(vi) that if such notice is delivered prior to the Notes purchasedoccurrence of a Change of Control stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and and
(vii) the other instructions, as determined by the Company, consistent with this Section 6.11, that Holders whose Notes are being purchased only a Lender must follow.
(a) the notice is mailed in part will be issued new Notes equal in principal amount a manner herein provided and (b) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the unpurchased portion validity of the Notes surrendered, which unpurchased portion must be equal proceedings for the purchase of the Loans as to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any all other securities laws and regulations thereunder to the extent Lenders that properly received such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Controlnotice without defect.
(b) On the Change of Control Payment Prepayment Date, the Company shall, to the extent lawful, :
(i) accept for payment prepay all Notes Loans, or portions thereof properly tendered thereof, accepted for prepayment in accordance with this Section 6.11, pursuant to the Change of Control Offer, (ii) deposit Offer by means of depositing 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 tendered and accreted for prepayment; and
(iiiii) deliver deliver, or cause to be delivered delivered, to the Trustee Administrative Agent, a certificate of an Authorized Officer of the Notes so accepted together with an Officers' Certificate Company stating the aggregate principal amount of Notes that such Loans or portions thereof being purchased have been prepaid by the Company. .
(c) The Paying Agent Company shall promptly mail not be required to each Holder make a Change of Notes so tendered Control Offer following a Change of Control if a third-party makes the Change of Control Payment for such NotesOffer in the manner, at the times and otherwise in compliance with the Trustee shall promptly authenticate and mail (or cause requirements set forth in this Section 6.11 applicable to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer made by the Company and repays all Loans accepted for prepayment pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, but a Change of Control Offer may be made in any event within 90 days following advance of a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder conditional upon such Change of each lender who has accepted such offer or obtain the requisite consentsControl, if any, under all agreements governing outstanding Senior Debt to permit a definitive agreement is in place for the repurchase Change of Notes required by this Section 4.15. The Company shall publicly announce Control at the results time of making of the Change of Control Offer on or Offer. Other than as soon as practicable after specifically provided in this this Section 6.11, any prepayment pursuant to this this Section 6.11 shall be made pursuant to the Change provisions of Control Payment DateSection 2.6.2.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Diebold Inc), Bridge Credit Agreement (Diebold Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Payment"). Within ten thirty days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of this Section 4.15, the Company 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 such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so 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 such any new Note shall be in a principal amount of $1,000 1000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$1,000. 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under 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.
Appears in 2 contracts
Samples: Indenture (American Real Estate Holdings L P), Indenture (American Real Estate Partners L P)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall will mail a notice to each Holder describing stating: (i) the description of the transaction or transactions that constitute the Change of Control, that the Change of Control Offer is being made pursuant to this Section 4.15, and offering to repurchase that all Notes on validly tendered and not withdrawn will be accepted for payment; (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the NotesNotes properly endorsed, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes properly completed, together with other customary documents as the Company may reasonably request, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The If any of the Notes subject to a Change of Control Offer are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to repurchases. In addition, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall 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 shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change complying with the provisions of Control Offerthis Section 4.15, but in any event within 90 days following a Change of Control, the Company shall will either repay all of its outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing such outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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 Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable, except as set forth in Article VIII hereof.
(d) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Tesoro Alaska Co), Indenture (Tesoro Alaska Co)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, and Liquidated Damages thereon to the date of purchase repurchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.14 and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 2 contracts
Samples: Indenture (Tennessee Woolen Mills Inc), Indenture (Pillowtex Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such that Holder's ’s Notes pursuant to on the offer described below (terms set forth in this Indenture. In the "Change of Control Offer") at an , the Company shall offer price a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, on the Notes repurchased to the date of purchase (the "a “Change of Control Payment"Payment Date”). Within ten 30 days following any Change of Control, the Company shall mail send (or provide in accordance with the applicable procedures of DTC) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 (and describing the transaction or transactions that constitute the Change of Control) and that all Notes tendered will shall be accepted for payment; (ii) the purchase price and the purchase dateChange of Control Payment Date, which shall be no earlier than 15 days and no later than 60 days from the date such notice is sent; (iii) that any Note not tendered will shall continue to accrue interest, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the 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; (vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii) 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 of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. .
(c) The Paying Agent shall promptly mail (or electronically deliver) to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior .
(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 mailing purchase the Notes upon a Change of Control and the Company, or any third party making such offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 15 nor more than 60 days’ prior written notice, given not more than 15 days following the purchase date, to redeem the Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
(e) 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, if any, will be paid to the Holder in whose name a note is registered at the close of business on such record date, and no other interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer.
(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or if an irrevocable notice of redemption has been given pursuant to this Indenture in accordance with the provisions set forth in Section 3.07 for all outstanding Notes.
(g) 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 those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, but in . To the extent that the provisions of any event within 90 days following a Change of Controlsecurities laws or regulations conflict with this Section 4.14, the Company shall either repay all outstanding Senior Debt or offer comply with the applicable securities laws and regulations and shall be deemed not to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, have breached its obligations under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results 4.14 by virtue of the Change of Control Offer on its compliance with such securities laws or as soon as practicable after the Change of Control Payment Dateregulations.
Appears in 2 contracts
Samples: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 hereof, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 150,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any a Change of Control, the Company shall will mail (or otherwise transmit in accordance with the applicable procedures of DTC) a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures in the following paragraph. Such notice, which shall govern the terms Notice of the a Change of Control offer, Offer shall state: be mailed with the following statements and/or information:
(i1) that the a Change of Control Offer is being made pursuant to this Section 4.15 4.17 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; ;
(ii2) the purchase price price, the expiration date of the Change of Control Offer (the “Expiration Date”), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (except as may be otherwise required by applicable law) and the purchase date; Change of Control Payment Date, which shall be no later than the third Business Day following the Expiration Date;
(iii3) that any Note not properly tendered will remain outstanding and continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent and at the address specified in the notice prior to the close expiration of business on the third Business Day preceding the Change of Control Payment Date; Offer;
(vi6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Company to purchase such Notes, provided that the Company, the depositary or Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have the such Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $1,000 in principal amount 150,000 or an integral multiple of $1,000 in excess thereof. ; and
(8) a description of the transaction or transactions that constitute the Change of Control.
(b) The Company 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 and regulations are applicable in connection with the repurchase of Notes in connection with pursuant to a Change of ControlControl Offer.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail (or otherwise transmit 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 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 will be in a principal amount of $1,000 150,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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 the foregoing, if the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer.
(e) Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes such a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer.
(f) 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 in place for the Change of Control at the time of making the Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Playa Hotels & Resorts N.V.), Indenture (Playa Hotels & Resorts B.V.)
Offer to Repurchase Upon Change of Control. (a) Upon In the occurrence event of a Change of Control, the Company shall, to the extent it shall have funds legally available for such payment, offer to redeem for cash all of the Notes then outstanding, and shall redeem the Notes of any Holder of such Notes that shall consent to such redemption, upon a date no later than 30 Business Days following the Change in Control, at a redemption price equal to 100% of the principal amount of the Notes, in cash, plus (without duplication) accrued and unpaid interest thereon to the date fixed for redemption.
(b) If the Company is unable or shall fail to discharge its obligation to redeem all outstanding Notes pursuant to this Section 4.1 (a "Mandatory Redemption Obligation"), such Mandatory Redemption Obligation shall be discharged as soon as the Company is able to discharge such Mandatory Redemption Obligation.
(c) In the case of a redemption pursuant to this Section 4.1, notice of such redemption shall be given by overnight courier not more than ten Business Days following the occurrence of the Change of Control and not less than 20 Business Days prior to the redemption date, to each Holder of record of the Notes to be redeemed at such Holder's address as the same appears on the Note register of the Company; provided, however, that neither the failure to give such notice nor any defect therein shall have affect the right validity of the giving of notice for the redemption of any Notes to require be redeemed, except as to the Holder to whom the Company has failed to give said notice or except as to the Holder whose notice was defective. Each such redemption notice shall state: (i) that a Change of Control has occurred; (ii) the redemption date; (iii) the redemption price and the estimated amount of accrued but unpaid interest to the redemption date; (iv) customary provisions regarding the surrender of Notes; (v) that such Holder may elect to cause the Company to repurchase redeem all or any part of the Notes held by such Holder; (equal vi) the place or places where Notes are to $1,000 or an integral multiple thereofbe surrendered for redemption; and (vii) that interest on the Notes the Holder elects to cause the Company to redeem will cease to accrue on such redemption date.
(d) Upon receipt of such Holder's redemption notice, Holders of Notes pursuant shall, within 10 Business Days after receipt thereof, return such redemption notice to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of Company indicating the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonof Notes such Holder shall elect to cause the Company to redeem, if any.
(e) In the case of a redemption pursuant to this Section 4.1, and if notice thereof has been properly provided in accordance with this Section 4.1, from and after the redemption date (unless the Company shall default in payment in cash of the redemption price for the Notes called for redemption), interest on such Notes as the Holder elects to cause the Company to redeem shall cease to accrue, and all rights of the electing Holders thereof as Note Holders of the Company (except the right to receive the redemption price from the Company) shall cease. Upon surrender of the Notes in accordance with such redemption notice, any Notes so redeemed shall be redeemed in cash by the Company at the redemption price specified herein and in such redemption notice.
(f) Notwithstanding anything in this Section 4.1 to the date contrary, prior to the commencement of purchase (the "Change of Control Payment"). Within ten an offer under Section 4.1, but in any event within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing (i) repay in full and terminate all commitments under Indebtedness under the transaction or transactions that constitute the Change of Control Senior Credit Facility and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern all other Senior Indebtedness the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to which require repayment upon a Change of Control Offer will be required or (ii) obtain the requisite consents under the Senior Credit Facility and all such other Senior Indebtedness to surrender permit the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse repurchase of the Notes completed, to the 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; as provided herein.
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that Any such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company offer under this Section 4.1 shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date4.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kevco Partners Investment Trust), Securities Purchase Agreement (Kevco Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, Holdings shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral a multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate outstanding principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereon, if any, to until the date Change of purchase Control Payment Date (the "CHANGE OF CONTROL PAYMENT") in accordance with the terms set forth below. Holdings shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment"). Control, and Holdings shall not be in violation of this Indenture by reason of any act required by such rule or other applicable law.
(b) Within ten 30 days following any Change of Control, the Company Holdings shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 SECTION 4.09 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless which shall be at least 10 Business Days but no more than 60 days from the date on which the Company defaults in the payment mails notice of the Change of Control Payment, all Notes accepted for payment pursuant to (the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; "CHANGE OF CONTROL PAYMENT DATE");
(viii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent for such purpose, 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; ;
(viiv) that Holders will be entitled to withdraw their election if the Paying Agent Holdings or its designated agent for such purpose, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(viiv) that Holders whose Notes are being purchased only in part will other information required to be issued new Notes equal in principal amount included pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of ControlSECTION 3.03.
(bc) On the Change of Control Payment Date, the Company Holdings shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, Offer and (ii) deposit with pay to the Paying Agent Holders of Notes or portions thereof so tendered an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Companytendered. The Paying Agent Holdings shall promptly mail or deliver by wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee Holdings shall promptly authenticate execute and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED, HOWEVER, that each such new Note shall be in a principal amount of $1,000 or an integral a multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company Holdings 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) Holdings shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this SECTION 4.09 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company shall make an offer to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer procedures described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") at an offer price in cash equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). .
(b) Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for paymentpayment in full; (ii2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close expiration of business on the third Business Day preceding the Change of Control Payment DateOffer; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of ControlControl and, to the extent the procedural aspects thereof are inconsistent with the provisions of this Indenture, such laws and regulations shall govern.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate that such purchase is being effected pursuant to, 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 surrenderedcomplies with, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.Section
Appears in 1 contract
Samples: Indenture (Criimi Mae Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures set forth herein and described in such notice. Such The notice, which shall govern the terms of the Change of Control offerOffer, shall state: :
(i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ;
(ii2) the purchase price amount of the Change of Control Payment and the purchase date; Change of Control Payment Date, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(iii3) that any Note Notes not tendered will continue to accrue interest; interest in accordance with the terms of the Indenture;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a the Change of Control Offer will be required to surrender the their Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his its election to have the such Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, if available, information which respect to pro forma historical and projected financial information after giving effect to such Change of Control, information regarding the Person or Persons acquiring control and such Person's or Persons' business plans going forward). The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Americredit Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures set forth herein and described in such notice. Such The notice, which shall govern the terms of the Change of Control offerOffer, shall state: :
(i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ;
(ii2) the purchase price amount of the Change of Control Payment and the purchase date; Change of Control Payment Date, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(iii3) that any Note Notes not tendered will continue to accrue interest; interest in accordance with the terms of the Indenture;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a the Change of Control Offer will be required to surrender the their Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the 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; ;
(vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his its election to have the such Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, if available, information which respect to pro forma historical and projected financial information after giving effect to such Change of Control, information regarding the Person or Persons acquiring control and such Person’s or Persons’ business plans going forward). The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Americredit Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the 50 Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Pac-West Telecomm Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a "CHANGE OF CONTROL Offer") to each Noteholder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holdereach Noteholder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101100% of the aggregate principal amount thereof as of the Change of Control Payment Date plus the Applicable Premium, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date Change of purchase Control Payment Date (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). 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 and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other Applicable Law.
(b) Within ten days five (5) Business Days following any Change of Control, the Company shall mail send, by first-class mail, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.08 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , the latter of which shall be at least 30 but no more than 45 days from the date on which the Company mails notice of the Change of Control (the "CHANGE OF CONTROL PAYMENT DATE");
(iii) that any Note Notes not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent Company or its designated agent for such purpose at the address specified in the notice prior to the close of business 5:00 p.m. Eastern Time on the third Business Day preceding the Change of Control Payment Date; ;
(vi) that Holders Noteholders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose receives, not later than the close of business 5:00 p.m. Eastern Time on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderNoteholder, the principal amount of Notes delivered for purchase, and a statement that such Holder Noteholder is withdrawing his election to have the Notes purchased; and and
(vii) that Holders Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Noteholder so tendered the Change of Control Payment for such NotesNotes plus all accrued and unpaid interest to the Change of Control Payment Date, and the Trustee shall promptly authenticate (iii) execute and mail (or cause to be transferred by book entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED, HOWEVER, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce inform the Noteholders in writing of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or shall make an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") to each Holder of Exchange Debentures to repurchase all or any part of such Holder's Exchange Debentures at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to the date of purchase (the "Change of Control Payment"), provided that if the date of purchase is on or after an interest record date and on or before the related interest payment date, any accrued interest shall be paid to the Person in whose name an Exchange Debenture is registered at the close of business on such record date, and no additional interest shall be paid or payable to Holders who tender Exchange Debentures pursuant to the Change of Control Offer. Within ten 15 days following any Change of Control, the Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions stating:
(1) that constitute the Change of Control Offer is being made pursuant to this Section and offering to repurchase Notes on that all Exchange Debentures tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no nor later than 60 40 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note Exchange Debenture not tendered will continue to accrue interestinterest in accordance with its terms; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes Exchange Debentures accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes Exchange Debentures purchased pursuant to a Change of Control Offer will be required to surrender the NotesExchange Debentures, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Exchange Debentures completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Exchange Debentures delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes such Exchange Debentures purchased; and (vii7) that Holders whose Notes Exchange Debentures are being purchased only in part will be issued new Notes Exchange Debentures equal in principal amount to the unpurchased portion of the Notes Exchange Debentures surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes the Exchange Debentures in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes Exchange Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Exchange Debentures or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes Exchange Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes Exchange Debentures or portions thereof being purchased by tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes Exchange Debentures so tendered accepted payment in an amount equal to the Change of Control Payment purchase price for such NotesExchange Debentures, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Exchange Debenture equal in principal amount to any unpurchased portion of the Notes Exchange Debentures surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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) Notwithstanding the foregoing, the Company shall not make a Change of Control Offer if any of the Notes are outstanding upon the occurrence of a Change of Control unless all of the Notes are redeemed or repurchased as a result of such Change of Control, in which case, for purposes of this Section 4.15, the date on which all Notes shall have been so redeemed or repurchased shall be deemed to be the date on which such Change of Control shall have occurred.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have unless otherwise prepaid in accordance with Section 3.04 hereof, the right to require the Company to repurchase all or any part Borrower will make an offer (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "a “Change of Control Offer"”) to each Lender to prepay all of the Loans at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company Borrower shall mail send notice of such Change of Control Offer by first-class mail, with a notice copy to the Administrative Agent, to each Holder describing Lender to the transaction or transactions address of such Lender appearing in the Register, with the following information:
(i) that constitute the Change of Control Offer is being made pursuant to this Section 9.08 and offering that such Lender has the right to repurchase Notes on require the date specified in Borrower to prepay such noticeLender’s Loans;
(ii) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; ;
(iii) that any Note Loans not tendered properly accepted for prepayment pursuant to this Section 9.08 will remain outstanding and will continue to accrue interest; ;
(iv) that, that unless the Company Borrower defaults in the payment of the Change of Control Payment, all Notes Loans accepted for payment prepayment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will Lenders shall be entitled to withdraw their election if to require the Paying Agent Borrower to prepay such Loans; provided that the Borrower receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Notes delivered Loans accepted for purchaseprepayment, and a statement that such Holder Lender is withdrawing his its election to have the Notes purchasedLoans prepaid;
(vi) 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 and
(vii) the other instructions, as determined by the Borrower, consistent with this Section 9.08, that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion a Lender must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Controlfollow.
(b) On the Change of Control Payment Date, the Company shallBorrower will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.:
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company Issuers to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonSpecial Interest, if any, on the Notes repurchased, if any, to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Special Interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. The Company 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuers. The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuers shall either repay all their outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing their outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture unless and until there is a Default in payment of the applicable redemption price.
Appears in 1 contract
Samples: Indenture (Kraton Polymers LLC)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall (1) notify the Noteholders of such Change of Control and (2) if requested by the Required Holders, make an offer (a "CHANGE of CONTROL OFFER") to each Noteholder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holdereach Noteholder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof as of the Offer Payment Date, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase Offer Payment Date (the "Change CHANGE of Control PaymentCONTROL PURCHASE PRICE"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other applicable law.
(b) On Within 20 days following any Change of Control, as applicable, the Company shall send, by first-class mail, a notice to each Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 6.10 and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, which shall be at least 30 but not more than 45 days from the date on which the Company mails notice of the Change of Control (the "OFFER PAYMENT DATE");
(iii) that any Notes not tendered will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date;
(v) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Company or its designated agent for such purpose at the address specified in the notice prior to the close of business on the first Business Day preceding the Offer Payment Date; and
(vi) that Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.
(c) On the Offer Payment Date, the Company shall, to the extent lawfullawful and to the extent such repurchase is not then prohibited under Section 11 hereof, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Noteholder who has so tendered the Change of Control Payment Purchase Price for such NotesNotes plus all accrued and unpaid interest to the Offer Payment Date, and the Trustee shall promptly authenticate (iii) execute and mail (or cause to be transferred by book book-entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce inform the Noteholders in writing of the results of the Change of Control Offer on or as soon as practicable after the Offer Payment Date.
(d) Prior to complying with any of the procedures of this Section 6.10, but in any event within 20 days following any Change of Control, the Company covenants to:
(i) repay in full all Senior Obligations and terminate all commitments, if any, under or in respect of any Senior Obligations arising under a Credit Agreement; or
(ii) obtain the consents of the Administrative Agent under its Senior Obligations to repurchase the Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence shall constitute an Event of Default described in Section 8.3.
(e) If the Company or any of its Subsidiaries has outstanding any preferred stock or Indebtedness that is pari passu or subordinated in right of payment to the Notes, and the Company or such Subsidiary is required to make a change of control offer or to make a distribution with respect to such preferred stock or pari passu or Subordinated Indebtedness in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such preferred stock or pari passu or Subordinated Indebtedness until such time as the Company has paid the Change of Control Payment DatePurchase Price to the Noteholders that have accepted the Company's Change of Control Offer and must otherwise have consummated the Change of Control Offer. The Company shall not issue preferred stock or Indebtedness that is pari passu or subordinated in right of payment to the Notes with change of control provisions requiring the payment of such preferred stock or Indebtedness prior to the payment of the Notes in the event of a Change of Control.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"); (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Prior to complying with the provisions in this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Newcor Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to to, but excluding, the date of purchase (the "Change of Control Payment"). Within ten 10 business days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 6.08 and that all Notes tendered will be accepted for payment; (ii2) the purchase price and the purchase date, which shall be 30 business days after the occurrence of a Change of Control (the "Change of Control Payment Date"); (iii3) that any Note not tendered will continue to accrue interest; (iv4) the name and address of each Paying Agent and Conversion Agent, (5) the Conversion Price and any adjustments thereto, (6) that Notes as to which a Change of Control Payment Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only to the extent that the Change of Control Payment Notice has been withdrawn in accordance with the terms of this Indenture, (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) 8) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi9) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, letter or letter any other written form setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (vii10) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 13e-4 and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the . A "Change of Control Payment Date, Control" shall be deemed to have occurred if any of the Company shall, to following occurs after the extent lawful, date hereof:
(i) accept for payment all Notes any "person" or portions thereof properly tendered pursuant to "group" (as such terms are defined below) is or becomes the Change "beneficial owner" (as defined below), directly or indirectly (other than as a direct result of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change repurchases of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased stock by the Company. The Paying Agent shall promptly mail to each Holder ), of Notes so tendered the Change shares 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 Voting Stock of the Notes surrenderedCompany representing 50% or more of the total voting power of all outstanding classes of Voting Stock of the Company or such person or group (other than the "management group") has the power, if anydirectly or indirectly, to elect a majority of the members of the Board of Directors of the Company; provided provided, that each such new Note Voting Stock acquired in an exempt transaction shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following not constitute a Change of Control;
(ii) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company, or any Person consolidates with, or merges with or into, the Company, in any such event other than (a) pursuant to a transaction in which the Persons that "beneficially owned" (as defined below), directly or indirectly, shares of Voting Stock of the Company shall either repay immediately prior to such transaction "beneficially own" (as defined below), directly or indirectly, shares of Voting Stock of the Company representing at least a majority of the total voting power of all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder classes of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results Voting Stock of the Change surviving or transferee Person or (b) an exempt transaction; or
(iii) there shall occur the liquidation or dissolution of Control Offer on or as soon as practicable after the Change of Control Payment DateCompany.
Appears in 1 contract
Samples: Indenture (Emcore Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any all other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. If the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.15.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Interest thereon, if anyany (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest due on the relevant interest payment date), to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior .
(c) The Company shall not be required to mailing make a Change of Control Offer, but in any event within 90 days following Offer upon a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, Control if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of a third party makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Payment DateOffer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The provisions under this Indenture relating to the Company’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.
(d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations applicable to any Change of Control Offer. To the extent that the provisions of any such securities laws or securities regulations conflict with the provisions of the covenant described above, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described above by virtue thereof.
Appears in 1 contract
Samples: Indenture (Sba Communications Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company Syndication Party to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") Syndication Party’s Loans at an offer price in cash equal to (x) 101% of the aggregate principal amount thereof of the unpaid principal amount of Loans of such Syndicated Party plus (y) all accrued fees and accrued and unpaid interest and Additional Amounts thereon, if any, other amounts thereon to the date of purchase (the "“Change of Control Payment"”). Within ten ninety (90) days following any Change of Control, unless and to the Company shall mail extent the Borrower has provided a notice of prepayment under and in accordance with Section 4.3, the Borrower shall provide written notice to Administrative Agent and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall stateSyndication Party stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.5 and that all Notes Loans tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 15 days and no later than 60 days from the date such notice is provided hereunder (the “Change of Control Payment Date”); (iii) that any Note Loans not tendered will continue to accrue interest; (iv) that, unless the Company Borrower defaults in the payment of the Change of Control Payment, all Notes Loans accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders Syndication Parties electing to have any Notes Loans purchased pursuant to a Change of Control Offer will be required to surrender the NotesLoans, together with a form of election to provided to each Syndication Party no earlier than 15 days and no later than 60 days before the form entitled "Option Change of Holder to Elect Purchase" on the reverse of the Notes completedControl Payment Date, to the Paying Administrative Agent at the address specified in the notice prior to the close of business on the third Business Banking Day preceding the Change of Control Payment Date; (vi) that Holders Syndication Parties will be entitled to withdraw their election if the Paying Administrative Agent receivesand the Borrower receive, not later than the close of business on the second Business Banking Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter notice setting forth the name of the HolderSyndication Party, the principal amount of Notes Loans delivered for purchase, and a statement that such Holder Syndication Party is withdrawing his election to have the Notes Loans purchased; and (vii) that Holders Syndication Parties whose Notes Loans are being purchased only in part will be issued new Notes remain the holder of Loans equal in principal amount to the unpurchased portion of the Notes Loans surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (Pilgrims Pride Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part will make an offer (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "a “Change of Control Offer"”) to each holder of Notes to repurchase all of that holder’s Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to on the Notes repurchased to, but not including, the date of purchase repurchase, subject to the rights of holders on the relevant record date to receive interest due on the relevant Payment Date (the "“Change of Control Payment"”). Within ten Each holder of Notes may accept such Change of Control Offer in whole or in part (equal to $100,000 or an integral multiple of $1,000 in excess thereof). No later than thirty days following any Change of Control, the Company shall will mail or deliver electronically a notice to each Holder holder of Notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 8.3 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , which shall be no earlier than thirty days and no later than sixty days from the date such notice is mailed or delivered electronically (the “Change of Control Payment Date”);
(iii) that any Note not tendered will continue to accrete or accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrete or accrue interest after the Change of Control Payment Date; ;
(v) that Holders electing to have any holders of Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, electronically or by mail a telegram, telex, facsimile transmission or letter notice setting forth the name of the Holderholder, the principal amount of Notes delivered for purchase, and a statement that such Holder holder is withdrawing his election to have the Notes purchased; and and
(viivi) that Holders holders whose Notes are being purchased only shall be required to surrender the Notes and holders whose Notes are being purchased in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 100,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, will:
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii) deposit with the Paying Agent pay each holder an amount equal to the Change of Control Payment in respect of all Notes such holders’ Note or portions thereof so tendered and portion of such Note properly tendered; and
(iii) deliver or cause to be delivered to the Trustee Collateral Agent the Notes so properly accepted together with an Officers' Officer’s 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 such Notes, and the Trustee shall Company will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder 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 will be in a principal amount of $1,000 100,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing .
(c) 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 OfferOffer and the Company, but in or any event within 90 days following third party making a Change of ControlControl Offer in lieu of the Company as described below, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company shall either repay all outstanding Senior Debt or offer will have the right, upon not less than thirty nor more than sixty days’ prior notice, given not more than thirty days following such purchase pursuant to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after 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 DatePayment, accrued and unpaid interest, if any, thereon, to, but not including, the date of redemption.
(d) Notwithstanding anything to the contrary in this Section 8.3, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 8.3 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, on the Notes repurchased to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offerOffer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will shall be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will shall continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, purchase and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company 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 such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii) 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 of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered that are 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$1,000. 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption is outstanding pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) 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 in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer shall have the status of Notes issued but not outstanding or shall be retired and canceled, at the option of the Company. Notes purchased by a third party pursuant to clause (c) of this Section 4.15 shall have the status of Notes issued but not outstanding.
(e) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable.
Appears in 1 contract
Samples: Indenture (Interactive Voice Media (Sacramento) Corp.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 20 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute a Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Company 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 such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes so properly 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 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change complying with any of Control Offerthe provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Appleton Papers Inc/Wi)
Offer to Repurchase Upon Change of Control. (a1) Upon Except as provided herein, within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% (or at the Company’s option, a greater percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within ten No later than 30 days following any Change of Control, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; ;
(iib) the purchase price and the purchase date; Change of Control Settlement Date, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Section 4.15 and described in such notice;
(iiic) that the Change of Control Offer will expire as of the time specified in such notice and that the Company shall pay the Change of Control Payment for all Notes purchased as of the termination of the Change of Control Offer promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Settlement Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telexelectronic image scanning, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such conflict.
(b2) On or before the Change of Control Payment Settlement Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company will:
(iia) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiib) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Settlement Date.
(3) The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable.
(4) The Company shall not be required to make a Change of Control Offer following a Change of Control if:
(a) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer; or
(b) a notice to redeem all outstanding Notes has been given pursuant to Section 3.03, unless and until there is a default in payment of the applicable redemption price.
(5) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of the 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. 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 cancelled, at either of the Issuers’ option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
(6) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer in lieu of the Company) purchases all of the Notes held by such Holders, 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 the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional Interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's ’s Notes pursuant to on the offer described below (terms set forth in this Indenture. In the "Change of Control Offer") at an , the Company will offer price a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, to on the Notes repurchased, to, but excluding, the date of purchase (the "“Change of Control Payment"Payment Date”). Within ten No later than 20 days following any Change of Control, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 (and describing the transaction or transactions that constitute the Change of Control) and that all Notes validly tendered and not withdrawn shall be accepted for payment; (ii) the purchase price and Change of Control and offering to repurchase Notes on the date specified in such noticePayment Date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase datemailed; (iii) that any Note not tendered will shall continue to accrue interestinterest and Additional Interest, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after and Additional Interest, if any, as of the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, 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; (vi) that Holders will shall be entitled to withdraw their election if the Company, a Depositary if appointed by the Company, or a Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $1,000 in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) . To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the this Section 4.15 by virtue of such compliance. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 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 Interest, if any, shall be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no other interest or Additional Interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.03, unless and until there is a default in payment of the applicable redemption price.
Appears in 1 contract
Samples: Indenture (Unifi Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 business days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will shall be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (iii3) that any Note not tendered will shall continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 4.15 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered tendered; and (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so 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 PROVIDED that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Key Energy Services Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall be required to repurchase all or any part make an offer (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the a "Change of Control Offer") to Holders to repurchase any and all of the Notes (but only in denominations of $1,000 or integral multiples of $1,000) at an offer a purchase price in cash (the "Change of Control Offer Price") equal to 101% of the aggregate principal amount thereof amount, plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase (the "Change of Control PaymentPurchase Date"). Within ten days following any .
(b) Notice of a Change of ControlControl Offer shall be mailed by the Company, with a copy to the Trustee, or, at the Company's option, by the Trustee (at the Company's expense) not more than 30 calendar days after the Change of Control to each Holder of the Notes at such Holder's last registered address appearing in the Register. In such notice, the Company shall mail a notice to each Holder describing describe the transaction or transactions that constitute constitutes the Change of Control and offering offer to repurchase Notes on pursuant to the date specified procedures required by this Section 4.14 and described in such notice, which date . The notice shall be no earlier than 30 days contain all instructions and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of materials necessary to enable Holders to tender Notes pursuant to the Change of Control offerOffer. In addition, the notice shall state: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (ii2) the purchase price Change of Control Offer Price and the purchase dateChange of Control Purchase Date, which shall be no sooner than 60 nor later than 90 days after the Change of Control; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control PaymentOffer Price, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender deliver the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, the Depositary (if appointed by the Company), or the 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 Purchase Date; (vi6) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to at least $1,000 in principal amount or an integral multiple thereof. The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(bc) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful, shall (i) accept for payment all Notes or portions thereof properly validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal money in immediately available funds sufficient to pay the Change of Control Payment in respect purchase price of all Notes or portions thereof so tendered accepted, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased accepted for payment by the Company. The If the Company complies with its obligations set forth in the immediately preceding sentence, whether or not a Default or Event of Default has occurred and is continuing on the Change of Control Purchase Date, the Paying Agent shall as promptly as practicable mail or deliver to each Holder of Notes so tendered accepted payment in an amount equal to the Change of Control Payment for such Notespurchase price, and the Company shall execute and the Trustee shall as promptly as practicable authenticate and mail (or cause deliver to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes Note surrendered, if any; provided that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior Any Notes not so accepted shall be as promptly as practicable mailed or delivered by the Trustee to mailing a the Holders thereof. The Company shall publicly announce the results of the Change of Control OfferOffer on or as promptly as practicable after the Change of Control Purchase Date. For purposes of this Section 4.14, the Trustee shall act as the Paying Agent.
(d) Prior to complying with the other provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt Indebtedness to permit the repurchase of Notes required by this Section 4.15. 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 Date4.14.
Appears in 1 contract
Samples: Indenture (Cinemark Inc)
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000 in excess of $1,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is sent (iiithe “Change of Control Purchase Date”);
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Payment for all Notes purchased properly tendered prior to the expiration date specified in such notice promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) On . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. Promptly after expiration of the Change of Control Payment DateOffer, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail send to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or not any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. If a Change of Control Offer is subject to satisfaction of one or more conditions precedent, the notice of a Change of Control shall state that, in the Company’s discretion, the Change of Control Purchase Date may be delayed until such time as any or all such conditions shall be satisfied, or the Change of Control Payment 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 Purchase Date, or by the Change of Control Purchase Date so delayed. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and do not withdraw and the Company (or the third party making the Change of Control Offer as provided in this Section 4.15) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to such date of redemption).
Appears in 1 contract
Samples: Indenture (Linn Energy, LLC)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase purchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Interest thereon, if any (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), to the date of purchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (i) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on tendered shall be accepted for payment; (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will shall continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior .
(c) The Company shall not be required to mailing make a Change of Control Offer, but in any event within 90 days following Offer upon a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, Control if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of a third party makes the Change of Control Offer on or as soon as practicable after in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Payment DateOffer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The provisions under this Indenture relative to the Company's obligations 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.
(d) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations applicable to any Change of Control Offer. To the extent that the provisions of any such securities laws or securities regulations conflict with the provisions of the covenant described above, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described above by virtue thereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon If a Change of Control occurs, unless the occurrence Company has given notice to redeem all of a the outstanding Notes pursuant to Section 3.03 and Section 3.07 or 3.09, the Company shall, within 30 days following such Change of Control, each Holder make an offer to purchase all of the outstanding Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to no less than 101% of the aggregate principal amount thereof of such outstanding Notes plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to (but excluding) the date of purchase (the "“Change of Control Payment"”) (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the date of purchase). Within ten days following any Change of Control, the The Company shall mail a notice of such Change of Control Offer to each Holder describing or otherwise give notice in accordance with the transaction or transactions that constitute the Change applicable procedures of Control and offering DTC, with a copy to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms each of the Change of Control offerTrustees, shall state: stating:
(i1) that the a Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; purchase by the Company at a purchase price in cash equal to no less than 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (iisubject to the right of Holders of record on the relevant Record Date to receive interest on an Interest Payment Date);
(2) the purchase price and date (which shall be no earlier than 30 days nor later than 60 days from the purchase date; date such notice is mailed) (iiithe “Change of Control Payment Date”);
(3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest; ;
(iv4) that, unless the 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 shall will cease to accrue interest on and after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender the Notessuch Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the Company, the 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; ;
(vi6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that if the Company, the Depositary, the U.S. Trustee or the Paying Agent receivesAgent, as the case may be, receives at the address specified in the notice, not later than the close of business on the second Business Day preceding expiration of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $1,000 in principal amount 2,000 or an integral multiple of $1,000 in excess thereof); and
(8) any other instructions, as determined by the Company consistent with this Section 4.14, that a Holder must follow. The Company notice, if sent in a manner herein provided, shall comply with be conclusively presumed to have been given, whether or not the requirements Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of Rule 14e-1 under any Note designated for redemption in whole or in part shall not affect the Exchange Act and validity of the proceedings for the redemption of any other securities laws Note. On and regulations thereunder after the redemption date, interest ceases to the extent such laws and regulations are applicable in connection with the repurchase accrue on Notes or portions of Notes in connection with a Change of Controlcalled for redemption.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof properly of Notes (in integral multiples of $1,000) validly tendered and not validly withdrawn pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof of Notes so tendered and accepted for payment; and
(iii3) deliver or cause to be delivered to the U.S. Trustee for cancellation the Notes so accepted for payment together with an Officers' Officer’s Certificate to the Trustees stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Company in accordance with the terms of this Section 4.14.
(c) The Paying Agent shall promptly mail pay to each Holder of Notes so tendered accepted for payment the Change of Control Payment for such Notes, and the Trustee U.S. Trustee, upon receipt of an authentication order from the Company shall promptly authenticate and mail or deliver (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) 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 Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes an integral multiple thereof. Prior offer to mailing 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.
(g) The 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 or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer, but in . To the extent that the provisions of any event within 90 days following a Change applicable securities laws or regulations conflict with provisions of Controlthis Indenture, the Company shall either repay all outstanding Senior Debt or offer comply with the applicable securities laws and regulations and will not be deemed to repay all Senior Debt and terminate all commitments thereunder have breached its obligations under this Indenture by virtue of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by conflict.
(h) Other than as specifically provided in this Section 4.15. The Company 4.14, any purchase pursuant to this Section 4.14 shall publicly announce be made pursuant to the results provisions of the Change of Control Offer on or as soon as practicable after the Change of Control Payment DateSections 3.05 and 3.06.
Appears in 1 contract
Samples: Indenture (Iamgold Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Special Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail send, by first class mail, a notice to the Trustee and to each Holder describing the transaction or transactions that constitute at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Change of Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.15; (2) the Change of Control Payment and offering to repurchase Notes on the date specified in such noticeon which Notes tendered and accepted for payment shall be purchased, which date shall be no earlier than at least 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will or accepted for payment shall continue to accrete or accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Paymentmaking such payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes a Note purchased pursuant to a the Change of Control Offer will may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Change of Control Offer shall be required to surrender the NotesNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding at least three days before the Change of Control Payment Date; (vi7) that Holders will shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that Notes and portions of Notes purchased shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be purchased; and (vii9) that Holders whose Notes are being were purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount surrendered (or an integral multiple thereoftransferred by book-entry transfer). 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior However, 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 shall be paid to mailing the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer. Subject to the second succeeding paragraph, the provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer, but as provided above, if, in connection with or in contemplation of any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or it has made an offer to repay purchase (an "Alternate Offer") any and all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer Notes validly tendered at a cash price equal to or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after higher than the Change of Control Payment Dateand has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company Co-Issuers to repurchase all or any part (equal to a minimum denomination of $1,000 100,000 or an integral multiple thereof) of such $1,000 in excess thereof of that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101100% of the aggregate principal amount thereof of Notes repurchased, plus the Applicable Premium, plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(i) that the Change of Control Offer is being made pursuant to repurchase this Section 4.11 and that all Notes on tendered shall be accepted for payment;
(ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; ;
(iii) that any Note not tendered will shall continue to accrue interest; ;
(iv) that, unless the Company defaults Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(vii) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 100,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company Co-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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11, the Co-Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.11 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Co-Issuers shall, to the extent lawful, :
(i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii) 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 of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyCo-Issuers. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Co-Issuers shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(i) the Co-Issuers shall not be required to make a Change of Control Offer 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 4.11 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Section 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(ii) 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.
(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 Co-Issuers, or any third party making a Change of Control Offer in lieu of the Co-Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Co-Issuers or such third party will have the right, upon not less than 10 days 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 100% of the principal amount thereof, plus the Applicable Premium, plus accrued and unpaid interest, if any, to (but not including) the redemption date. Any redemption pursuant to this Section 4.11(d) shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.
(e) For avoidance of doubt, the Co-Issuers’ failure to make a Change of Control Offer would constitute a Default under clause (3) of the definition of “Event of Default” in Section 7.01 hereof and not clause (1) or (2) of the definition of “Event of Default” in Section 7.01 hereof, but the failure of the Co-Issuers to pay the Change of Control Payment when due shall constitute a Default under clause (1)(a) of the definition of “Event of Default” in Section 7.01 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below in this Section 4.14 (the "“Change of Control Offer"”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall will mail a notice to each Holder describing the transaction or transactions stating:
(i) that constitute the a Change of Control Offer is being made pursuant to this Section 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 Company;
(ii) the purchase price and offering to repurchase Notes on the date specified in such noticepurchase date, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; ;
(iii) that any Note not properly tendered or accepted for payment will remain outstanding and shall continue to accrue interest; interest in accordance with the terms hereof;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Payment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the such Notes completed, or transfer by book entry transfer, to the Company, the Depository (if appointed by the Company) or a Paying Agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days preceding the Change of Control Payment Date; ;
(vi) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Company to purchase such Notes; provided that the Company, the Depository or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day date preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and ;
(vii) that if the Company is redeeming less than all of the Notes, the Holders whose of the remaining 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, which . The unpurchased portion of the Notes must be equal to $1,000 in principal amount or an integral multiple thereofthereof or transferred by book-entry transfer; and
(viii) the other instructions, as determined by the Company, consistent with this Section 4.14, 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 (x) the notice is mailed in a manner herein provided and (y) 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 Agreements 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 Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(bd) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall 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 shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) Notwithstanding the foregoing provisions in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (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 in paragraph (e) 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 Change of Control Offer described in this Section 4.14, 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 the Change of Control Offer.
(h) Notes repurchased pursuant to a Change of Control Offer shall be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Belden Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder unless notice of redemption of the Notes shall have the right in whole has been given pursuant to require Sections 3.04 and 3.08 hereof, the Company shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon to the date of purchase (the "Change of Control PaymentPayment Date"). Within ten Notice of a Change of Control Offer shall be mailed by the Company, with a copy to the Trustee, or, at the option of the Company and at the expense of the Company, by the Trustee within 30 days following any a Change of Control, the Company shall mail a notice Control to each Holder describing of Notes, with the transaction or transactions following statements and/or information: a Change of Control Offer is being made pursuant to this Section 4.17 and that constitute all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; the purchase price, the expiration date of the Change of Control and offering to repurchase Notes on Offer (the date specified in such notice"Expiration Date"), which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (except as may be otherwise required by applicable law) and the "Change of Control Payment Date"). Such notice, which shall govern be no later than the terms of third Business Day following the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for paymentExpiration Date; (ii) the purchase price and the purchase date; (iii) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after and Liquidated Damages, if any, on the Change of Control Payment Date; (v) that Holders electing to have any Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent and at the address specified in the notice prior to the close expiration of business on the third Business Day preceding the Change of Control Payment DateOffer; (vi) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Company to purchase such Notes, provided that the Company, the depositary or Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have the such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and a description of the transaction or transactions that constitute the Change of Control. 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 and regulations are applicable in connection with the repurchase of Notes in connection with pursuant to a Change of Control.
(b) Control Offer. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation 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 or deliver to each Holder of Notes so 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 such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding the foregoing, if the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer. Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Change of Control provisions described in this Section 4.17 will be applicable whether or not any other provisions of this Indenture are applicable.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Oshkosh Truck Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 business days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 1015 and that all Notes tendered will shall be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (iii3) that any Note not tendered will shall continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 1015, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 1015 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered tendered; and (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so 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 PROVIDED that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall 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) Notwithstanding anything to the contrary in this Section 1015, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1015 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Key Energy Services Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall announce the Change of Control Offer via Dow Jones News Service and mail a notice to the Trustee and each Holder describing the transaction or transactions xtating: (1) that constitute the a Change of Control has occurred and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 1017 and that all Notes timely tendered will shall be accepted for payment; (ii2) the purchase price and the purchase datedate described below (the "Change of Control Payment Date"); (iii3) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization); (4) that any Note not tendered will shall continue to accrue interest; (iv5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third fifth Business Day preceding the Change of Control Payment Date; (vi7) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) 8) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Certificate, then such notice shall be modified in form but not substance to the extent appropriate to accord with the procedures of the Depository applicable to repurchases. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Payment Date. 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Company mails or causes to be mailed notice of the Change of Control to the Holders (the "Change of Control Payment Date"), the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1017 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Second Supplemental Indenture (Pride International Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to each Noteholder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's each Noteholder’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101100% of the aggregate principal amount thereof as of the Change of Control Payment Date, plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date Change of purchase Control Payment Date (the "“Change of Control Payment"”). Within ten days following The Company shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other applicable law.
(b) On the date of the occurrence of any Change of Control, the Company shall mail send, by overnight courier, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.08 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , which shall be at least seven but no more than 10 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”);
(iii) that any Note Notes not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completed, to the Paying Agent Company or its designated agent for such purpose 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; ;
(vi) that Holders Noteholders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderNoteholder, the principal amount of Notes delivered for purchase, and a statement that such Holder Noteholder is withdrawing his election to have the Notes purchased; and and
(vii) that Holders Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Noteholder so tendered the Change of Control Payment for such NotesNotes plus all accrued and unpaid interest to the Change of Control Payment Date, and the Trustee shall promptly authenticate (iii) execute and mail (or cause to be transferred by book book-entry) to each Holder Noteholder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of SECTION 4.1 Subject to Section 4.2, if a Change of ControlControl occurs, the Company shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price a purchase price, in cash cash, equal to 101% of the aggregate outstanding principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if anyany (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 days following any Change of Control, the Company shall mail a notice written offer (an "Offer") to each Holder describing in accordance with the transaction or transactions that constitute terms of 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 Change of Control Offer. The Offer shall contain all instructions and offering materials necessary to repurchase enable such Holders to tender Notes pursuant to the Change of Control Offer. The Offer shall also state:
(a) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment on the date specified in such noticeChange of Control Payment Date, as defined below;
(b) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"). Such notice, which date shall govern also be the terms of date the Change of Control offer, shall state: Offer expires;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iiic) that any Note not tendered will continue to accrue interest; ;
(ivd) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(ve) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vif) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and ;
(viig) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder ; and
(h) that Holders electing to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with have a Note purchased pursuant to a Change of Control.
(b) Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. On the Change of Control Payment Date, the Company shall, to the extent lawful, ,
(i) accept for payment all Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offer, ;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof of the Notes so tendered and tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so properly tendered payment in an amount equal to the Change of Control Payment for such with respect to the purchased 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 surrenderedsurrendered by such Holder, if any; provided PROVIDED, HOWEVER, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of this Section 4.1, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.1 by virtue of the compliance. Notwithstanding the foregoing provisions of this Section 4.1, the Company shall not be required to make or give notice of a Change of Control Offer and, if made or given, shall not be required to repurchase Notes on the related Change of Control Payment Date if, prior to the date on which such notice or Change of Control Offer is required to be given or made or such Change of Control Payment Date, as applicable
(i) the Company shall have irrevocably exercised its option to redeem the Notes in whole pursuant to Section 2.1(d) of this Supplemental Indenture; PROVIDED that if the Company shall default in its obligation to redeem the Notes pursuant to such redemption on the applicable Redemption Date, the Company shall become obligated to commence a Change of Control Offer in accordance with this Article 4 on such Redemption Date; or
(ii) giving effect to the related Change of Control, the Moody's and Standard & Poor's shall have confirmed that the Notes are rated "Ba3" (or its equivalent) or higher and "BB-" or higher, respectively. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. The provisions of the Indenture relating to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control (including this Article 4 and clause (a) of
Section 5.1) may be waived or modified with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Supplemental Indenture (Senior Housing Properties Trust)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes shall, unless the Company shall have elected to redeem the Notes prior to September 15, 2002 pursuant to Section 3.7(c), have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing stating: (1) a description of the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed Control; (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i2) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will shall be accepted for payment; (ii3) the purchase price and the purchase datedate described below (the "Change of Control Payment Date"); (iii4) that any Note not tendered will not be purchased and shall continue to accrue interest; (iv5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer to the Company, a Depository, if appointed by the Company, 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; (vi7) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) 8) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each Subsidiary Guarantor, if any, shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable to such party in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On a Business Day that is no earlier than 30 days nor later than 60 days from the date that the Company mails or 66 60 causes to be mailed notice of the Change of Control to the Holders (the "Change of Control Payment Date"), the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the relevant Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of the Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Prior to complying with the provisions of this Section 4.13, but in any event within 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.
Appears in 1 contract
Samples: Indenture (Belco Oil & Gas Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to a minimum denomination of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.10 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi6) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and and
(vii7) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Company shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(1) the Company shall not be required to make a Change of Control Offer 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 4.10 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Sections 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(2) 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.
(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 Company, or any third party 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 or such third party will have the right, upon not less than 10 days 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 principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the redemption date. Any redemption pursuant to this Section 4.10(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
(e) For the avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (3) of the definition of “Event of Default” in Section 6.01 hereof and not clause (1) or (2) of the definition of “Event of Default” in Section 6.01 hereof, but the failure of the Company to pay the Change of Control Payment when due shall constitute a Default under clause (1) of the definition of “Event of Default” in Section 6.01 hereof.
Appears in 1 contract
Samples: Indenture (American Airlines, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon Subject to compliance with the Subordination Agreement, upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to each Series A Noteholder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's each Series A Noteholder’s Series A Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101100% of the aggregate principal amount thereof as of the Change of Control Payment Date plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date Change of purchase Control Payment Date (the "“Change of Control Payment"”). The Company shall comply with the requirements of Rule 14e1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Series A Notes as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other Applicable Law.
(b) Within ten days five (5) Business Days following any Change of Control, the Company shall mail send, by first-class mail, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: Series A Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.08 and that all Series A Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , the latter of which shall be at least 30 but no more than 45 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”);
(iii) that any Note Series A Notes not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Series A Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders Series A Noteholders electing to have any Series A Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Series A Notes, with the form entitled "“Option of Holder Noteholder to Elect Purchase" ” on the reverse of the Series A Notes completed, to the Paying Agent Company or its designated agent for such purpose at the address specified in the notice prior to the close of business 5:00 p.m. Eastern Time on the third Business Day preceding the Change of Control Payment Date; ;
(vi) that Holders Series A Noteholders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose receives, not later than the close of business 5:00 p.m. Eastern Time on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderSeries A Noteholder, the principal amount of Series A Notes delivered for purchase, and a statement that such Holder Series A Noteholder is withdrawing his election to have the Series A Notes purchased; and and
(vii) that Holders Series A Noteholders whose Series A Notes are being purchased only in part will be issued new Series A Notes equal in principal amount to the unpurchased portion of the Series A Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Series A Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Series A Noteholder so tendered the Change of Control Payment for such NotesSeries A Notes plus all accrued and unpaid interest to the Change of Control Payment Date, and the Trustee shall promptly authenticate (iii) execute and mail (or cause to be transferred by book entry) to each Holder Series A Noteholder a new Series A Note equal in principal amount to any unpurchased portion of the Series A Notes surrendered, if any; provided provided, however, that each such new Series A Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce inform the Series A Noteholders in writing of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Within 10 days of the occurrence of a Change of Control, each Holder the Company shall give notice to the Holders and the Trustee that a Change of Control has occurred (the "Change of Control Notice"). Subject to subparagraph (c) below, upon the occurrence of a Change of Control, at the option of the Holders of a majority in principal amount of Notes shall have exercised by the right giving of notice to require the Company within 20 days of receipt of the Change of Control Notice, the Company shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase repurchase (the "Change of Control Payment"). The Company shall deliver to the Trustee copies of all notices received from the Holders in response to the Change of Control Notice. The Change of Control Payment shall be made at the option of the Company either in (a) cash or (b) fully registered shares of Common Stock valued at 95% of the average closing price of the Common Stock during the 20 Trading Days prior to such Change of Control Payment if the Board of Directors of the Company determines that the payment of the Change of Control Payment in fully registered shares of Common Stock will not adversely affect the voting rights, preferences, privileges or relative, participating, optional or other specified rights of the holders of the Notes. Within ten 10 days following any Change the receipt by the Company from the Holders of Controla sufficient number of the notices described in the second sentence of this Section 4.8(a), the Company shall mail a notice to each Holder describing and the transaction or transactions Trustee stating: (i) that constitute the Change of Control Offer is being made pursuant to this Section 4.8 and offering to repurchase that all Notes on validly tendered and not withdrawn will be accepted for payment; (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 Rule 14e-1 or such laws and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. In the event of any conflict between this Indenture and Rule 14e-1 or such laws and regulations, the requirements of Rule 14e-1, any successor provision thereto, and such laws and regulations thereunder shall control.
(b) On or before the Business Day immediately prior to the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount amount, whether in cash or Common Stock, equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so 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 provided, that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding the foregoing, prior to complying with the provisions of this Section 4.8, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.8. -19- 27
Appears in 1 contract
Samples: Indenture (Kti Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any all other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. If the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under this Section 4.15.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Following the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Senior Subordinated Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a price in cash equal to 101% of aggregate the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten The Change of Control Offer shall be made by mailing, within 30 days following any the Change of Control, the Company shall mail a notice to the Trustee and each Holder at the address appearing in the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Senior Subordinated Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which notice shall govern the terms of the contain all instructions and materials necessary to enable Holders to tender Senior Subordinated Notes pursuant to such Change of Control offer, Offer and shall state: also state that (i) that the Change of Control Offer is being made pursuant to this Section 4.15 3.3 and the length of time that all Notes tendered will be accepted for payment; the Change of Control Offer shall remain open, (ii) the purchase repurchase price and the purchase date; Change of Control Payment Date, (iii) that any Senior Subordinated Note not tendered will or accepted for payment shall continue to accrete or accrue interest; , (iv) that, that unless the Company defaults in the payment of the Change of Control Paymentmaking such payment, all Notes any Senior Subordinated Note accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; , (v) that Holders electing to have any Notes a Senior Subordinated Note purchased pursuant to a Change of Control Offer will may elect to have Senior Subordinated Notes purchased in integral multiples of $1,000 only; (vi) that Holders electing to have a Senior Subordinated Note purchased pursuant to any Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completedSenior Subordinated Note or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of at least three business on the third Business Day preceding days before the Change of Control Payment Date; (vivii) that Holders will shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of two business on the second Business Day days preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Senior Subordinated Note the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his its election to have the Notes such Senior Subordinated Note purchased; and (viiviii) that Holders whose Senior Subordinated Notes are being were purchased only in part will shall be issued new Senior Subordinated Notes equal in principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount surrendered (or an integral multiple thereoftransferred by book-entry transfer). The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Subordinated Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture and this Supplemental Indenture, the Company 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 the Indenture and this Supplemental Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control OfferOffer and not withdrawn, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Subordinated Notes or portions thereof so tendered accepted, and (iii) deliver or cause to be delivered to the Trustee the Senior Subordinated Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Senior Subordinated Notes so tendered accepted the Change of Control Payment for such Senior Subordinated Notes, and the . The Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each the Holder thereof a new Senior Subordinated Note equal in principal amount to any the unpurchased portion of the Notes surrenderedsuch Senior Subordinated Note, if any; provided that each such new Senior Subordinated Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the a Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The payment of accrued interest as part of any repurchase price on any Change of Control Payment Date shall be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 3.3, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) the Company has effected Defeasance or Covenant Defeasance of the Senior Subordinated Notes as provided in Article V of the Indenture prior to the occurrence of the Change of Control; or (ii) if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 3.3 and purchases all Senior Subordinated Notes validly tendered pursuant to such Change of Control Offer.
Appears in 1 contract
Samples: Third Supplemental Trust Indenture (Louisiana Pacific Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or ----------------------- any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof as of the Change of Control Payment Date, plus accrued and unpaid interest and Additional Amounts thereonSpecial Interest, if any, thereon to the date Change of purchase Control Payment Date (the "Change of Control Payment"). 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 and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, and the Company shall not be in violation of this Agreement by reason of any act required by such rule or other applicable law.
(b) Within ten 25 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.7 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date, which shall be 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"); ----
(iii) that any Note Notes not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent Company or its designated agent for such purpose 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; ;
(vi) that Holders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, Offer and (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Companytendered. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee Company shall promptly authenticate execute and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 7.7 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe “Change of Control Purchase Date”);
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased properly tendered prior to the expiration date specified in such notice promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) On . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. Promptly after expiration of the Change of Control Payment DateOffer, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as provided in this Section 4.15) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Dateplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to such date of redemption).
Appears in 1 contract
Samples: Indenture (Linn Energy, LLC)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will shall be accepted for payment; ;
(ii) the purchase price and the purchase date; , which shall be no later than 30 Business Days from the date such notice is mailed (the "Change of Control Payment Date");
(iii) that any Note not tendered will shall continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the such Notes purchased; and and
(vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered accepted payment in an amount equal to the Change of Control Payment purchase price 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a making the Change of Control OfferPayment in respect of the Notes, but in any event within 90 60 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.15. 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.
Appears in 1 contract
Samples: Indenture (SFC New Holdings Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 business days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so properly tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes so properly 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 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either pay all outstanding Senior Debt or obtain the requisite consents, if any, under all the agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this covenant. 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 shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Radio One Inc)
Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below at a purchase price (the "Change of Control OfferPayment") at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, thereon to the date of purchase settlement (the "Change of Control PaymentSettlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe "Change of Control Purchase Date");
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; ;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such conflict.
(b2) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer, . Promptly thereafter on the Change of Control Settlement Date the Company shall:
(iia) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiib) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereofof $1,000. Prior to mailing a The Company shall publicly announce the results of the Change of Control OfferOffer on or as soon as practicable after the Change of Control Purchase Date.
(3) The Change of Control provisions described above shall be applicable whether or nor any other provisions of the Indenture are applicable.
(4) Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a no later than the Change of ControlControl Purchase Date, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. .
(5) The Company shall publicly announce the results 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 on or as soon as practicable after in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Payment DateOffer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Whiting Petroleum Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Indenture (Delta Mills Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the a Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no later than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment Payments for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (G & G Retail Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company Issuer to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, on the Notes repurchased to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 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 Section 3.09 or this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuer. The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuer shall either repay all its outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing their outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. 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.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (i) that constitute the Change of Control Offer is being made pursuant to this Section 4.14 and offering to repurchase that all Notes on tendered will be accepted for payment, (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; , (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; , (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; , (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; , and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture applicable to a
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of SECTION 4.1 Subject to Section 4.2, if a Change of ControlControl occurs, the Company shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price a purchase price, in cash cash, equal to 101% of the aggregate outstanding principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if anyany (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 days following any Change of Control, the Company shall mail a notice written offer (an "Offer") to each Holder describing in accordance with the transaction or transactions that constitute terms of 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 Change of Control Offer. The Offer shall contain all instructions and offering materials necessary to repurchase enable such Holders to tender Notes pursuant to the Change of Control Offer. The Offer shall also state:
(a) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment on the date specified in such noticeChange of Control Payment Date, as defined below;
(b) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"). Such notice, which date shall govern also be the terms of date the Change of Control offer, shall state: Offer expires;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iiic) that any Note not tendered will continue to accrue interest; ;
(ivd) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(ve) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vif) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and ;
(viig) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder ; and
(h) that Holders electing to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with have a Note purchased pursuant to a Change of Control.
(b) Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. On the Change of Control Payment Date, the Company shall, to the extent lawful, ,
(i) accept for payment all Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offer, ;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof of the Notes so tendered and tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so properly tendered payment in an amount equal to the Change of Control Payment for such with respect to the purchased 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.book
Appears in 1 contract
Samples: Supplemental Indenture (Senior Housing Properties Trust)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl (the date of such occurrence, the "Change of Control Date"), each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of purchase such Holder's Notes pursuant to the offer described below in whole or in part in integral multiples of $1,000 at a purchase price (the "Change of Control OfferPurchase Price") at an offer price in cash equal to 101% of the aggregate principal amount thereof of such Notes, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to at the date of purchase (the "Change of Control PaymentPurchase Date"). Within ten days following any Change of Control, pursuant to and in accordance with the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified offer described in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed this Section 4.15 (the "Change of Control Payment DateOffer"). Such notice, which shall govern the terms of .
(b) Within 30 days following the Change of Control offerDate the Company shall send, shall state: by first class mail, a notice to the Holders and the Trustee stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered will be accepted for payment; ;
(ii) the purchase price Change of Control Purchase Price and the purchase date; Change of Control Purchase Date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date") other than as may be required by law;
(iii) that any Note not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; Date unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes and the only remaining right of the Holder is to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(v) that Holders electing to have any Notes a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in integral multiples of $1,000;
(vi) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the NotesNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the 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; ;
(vivii) that Holders a Holder will be entitled to withdraw their its election if the Paying Agent Company receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes such Note purchased; and and
(viiviii) that Holders whose if Notes are being purchased only in part a new Note of the same type will be issued new Notes equal in principal amount equal to the unpurchased portion of the Notes surrendered.
(c) On or before the Change of Control Payment Date, which the Company shall, to the extent lawful, accept for payment, all Notes or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.15. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion must of the Note surrendered. Any Note not so accepted shall be equal promptly mailed or delivered by the Company to $1,000 in principal amount or an integral multiple the Holder thereof. .
(d) 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, pursuant to an offer hereunder. To the extent lawful, (i) accept for payment all Notes the provisions of any securities laws or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit regulations conflict with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Controlprovisions under this Section 4.15, the Company shall either repay all outstanding Senior Debt or offer comply with the applicable securities laws and regulations and shall not be deemed to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, have breached its obligations under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. 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 Date4.15 by virtue thereof.
Appears in 1 contract
Samples: First Supplemental Indenture (Thornburg Mortgage Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the holder of Notes this Note shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes this Note pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control Payment")) equal to 101% of the aggregate outstanding principal amount hereof plus accrued and unpaid interest, if any, hereon, to the date of repurchase. Within ten 20 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions holder stating: (i) that constitute the Change of Control Offer is being made pursuant to this paragraph 5 and offering to repurchase that all Notes on tendered will be accepted for payment; (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v) that Holders holders electing to have any of the Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the a completed form entitled "Option of Holder to Elect Purchase" on mailed by the reverse Company with the notice of the Notes completedChange of Control Offer, to the Paying Agent Company at the address specified in the notice prior to the close of business on the third Business Day business day preceding the Change of Control Payment Date; (vi) that Holders the holders will be entitled to withdraw their election if the Paying Agent Company receives, not later than the close of business on the second Business Day business day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Notes delivered for purchase, and a statement that such Holder holder is withdrawing his election to have the Notes purchased; and (vii) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount at maturity or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Samples: Purchase Agreement (Centennial Communications Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing stating: (1) a description of the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed Control; (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i2) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will shall be accepted for payment; (ii3) the purchase price and the purchase datedate described below (the "Change of Control Payment Date"); (iii4) that any Note not tendered will shall continue to accrue interest, if any; (iv5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest interest, if any, after the Change of Control Payment Date; (v6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi7) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) 8) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each Subsidiary Guarantor shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable to such party in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) On a Business Day that is no earlier than 30 days nor later than 60 days from the date that the Company mails or causes to be mailed notice of the Change of Control to the Holders (the "Change of Control Payment Date"), the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of the Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 and purchases all Notes (or portions thereof) validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Lomak Petroleum Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase repurchase (the "“Change of Control Payment"”). Within ten 75 days following any Change of Control, the Company shall or shall cause the Trustee to mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered in accordance with the terms of the Change of Control Offer shall be accepted for payment;
(2) the purchase price and the date specified in such noticeof purchase, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company 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 such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly as soon as practicable mail to each Holder of Notes so tendered the Change of Control Payment for such the properly tendered Notes, and the Trustee shall promptly as soon as practicable authenticate and mail (or cause to be transferred by book entry) book-entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable promptly after the Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company Issuers to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonSpecial Interest, if any, on the Notes repurchased, if any, to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Special Interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. The Company 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuers. The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuers shall either repay all their outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing their outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture unless and until there is a Default in payment of the applicable redemption price.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing and the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall stateTrustee stating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will shall be accepted for payment; (ii2) the purchase price and the purchase dateChange of Control Payment Date; (iii3) that any Note not tendered will shall continue to accrue accure interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Note completed, to the 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; (vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment DateDate (or such later date required by applicable law), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his or her election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) . On the Change of Control Payment Date, the Company shall, to the maximum extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent Trustee shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change complying with the provisions of Control Offerthis covenant, but in any event within 90 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt Indebtedness to permit the repurchase of Notes required by this Section 4.154.13. The Company shall publicly announce the results of the Change of Control Offer in the Wall Street Journal on or as soon as practicable after the Change of Control Payment Date. 30 The Change of Control provisions described above shall be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, nothing in this Indenture shall be construed to permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar restructuring. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to December 1, 2002) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon to the date of repurchase (if such date of purchase is on or after December 1, 2002) (the "Change of Control Payment"). Within ten 60 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail make available for delivery (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 surrenderedsurrendered by such Holder, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.multiple
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's the Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to the date of purchase purchase.
(the "Change of Control Payment"). b) Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing of Notes issued under this Indenture, with a copy to the transaction or transactions that constitute Trustee, with the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed following statements and/or information:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i1) that the a Change of Control Offer is being made pursuant to this Section 4.15 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; ;
(ii2) 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, except as may be otherwise required by applicable law (iiithe "Change of Control Payment Date");
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and 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; ;
(vi6) that Holders will be entitled to withdraw their tendered Notes and their election if to require the Paying Agent Company to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have the such Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. .
(c) Prior to complying with the provisions of this Section 4.09, but in any event within 30 days following a Change of Control, the Company shall either repay all outstanding Senior Indebtedness, or offer to repay in full all outstanding Senior Indebtedness and repay the Senior Indebtedness with respect to which such offer has been accepted, or obtain the requisite consents, if any, under all outstanding Senior Indebtedness to permit the repurchase of the Notes required by this Section 4.09.
(d) 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 and or regulations are applicable in connection with the repurchase of the Notes in connection with pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue thereof.
(be) On the Change of Control Payment Date, the Company shall, to the extent lawfulpermitted by law, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of that such Notes or portions thereof being have been tendered to and purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall 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 provided, that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The Change of Control provisions described in this Section 4.09 will be applicable whether or not any other provisions of this Indenture are applicable.
Appears in 1 contract
Samples: Indenture (KSL Recreation Group Inc)
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement 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 Change of Control Settlement Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; , which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe “Change of Control Purchase Date”);
(c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased properly tendered prior to the expiration date specified in such notice promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Settlement Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) On . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. Promptly after expiration of the Change of Control Payment DateOffer, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as provided in this Section 4.15) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Dateplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to such date of redemption).
Appears in 1 contract
Samples: Indenture (Linn Energy, LLC)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.10 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi6) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(vii7) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Company shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(1) the Company shall not be required to make a Change of Control Offer 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 4.10 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Sections 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(2) 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.
(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 Company, or any third party 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 or such third party will have the right, upon not less than 10 days 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 principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the redemption date. Any redemption pursuant to this Section 4.10(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
(e) For the avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (3) of the definition of “Event of Default” in Section 6.01 hereof and not clause (1) or (2) of the definition of “Event of Default” in Section 6.01 hereof, but the failure of the Company to pay the Change of Control Payment when due shall constitute a Default under clause (1) of the definition of “Event of Default” in Section 6.01 hereof.
Appears in 1 contract
Samples: Indenture (American Airlines, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon to the date of purchase (the "Change of Control PaymentPayment Date"). The Change of Control Offer shall be made in compliance with all applicable laws, including, without limitation, Rule 14e-1 under the Exchange Act and all applicable federal and state securities laws, and shall include all instructions and materials necessary to enable Holders to tender their Notes. Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing stating:
(1) the transaction or transactions that constitute the Change of Control Control, providing information regarding the Person or Persons acquiring control, and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) stating that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that that, to the extent lawful, all Notes tendered will be accepted for payment; ;
(ii2) the purchase price and the purchase date; , which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(iii3) that any Note not tendered will continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) ; On the Change of Control Payment Date, the Company shallwill, to the extent lawful, lawful (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall 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 shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change complying with the provisions of Control Offerthis covenant, but in any event within 90 days following a Change of Control, the Company shall will either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt Indebtedness to permit the repurchase of the Notes required by this Section 4.154.13. The Company shall 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 Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (K&f Industries Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (i) that constitute the Change of Control Offer is being made pursuant to this Section 4.14 and offering to repurchase that all Notes on tendered will be accepted for payment, (ii) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; , (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; , (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; , (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; , and (viixxx) that xhat Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price for such the 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to a minimum denomination of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the an offer described below (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus any accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to (but not including) the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company shall mail deliver (with a copy to the Trustee) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.10 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the 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; ;
(vi6) that Holders will of Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and and
(vii7) that Holders of Notes whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail deliver (or pay by wire transfer) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the Notes so properly tendered the Change of Control Payment for such Notes, and the Company shall issue, and the Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder 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 $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Indenture or the Notes:
(1) the Company shall not be required to make a Change of Control Offer 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 4.10 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption with respect to all Notes has been given pursuant to Sections 3.01, 3.03 and 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; and
(2) 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.
(d) For the avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (3) of the definition of “Event of Default” in Section 6.01 hereof and not clause (1) or (2) of the definition of “Event of Default” in Section 6.01 hereof, but the failure of the Company to pay the Change of Control Payment when due shall constitute a Default under clause (1) of the definition of “Event of Default” in Section 6.01 hereof.
Appears in 1 contract
Samples: Indenture (American Airlines, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a "Change of Control Offer") to each Noteholder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holdereach Noteholder's Balloon Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101100% of the aggregate principal amount thereof as of the Change of Control Payment Date, plus accrued and unpaid interest and Additional Amounts thereon, if any, thereon to the date Change of purchase Control Payment Date (the "Change of Control Payment"). The Company shall comply with the requirements of any applicable securities laws and regulations in connection with the repurchase of the Balloon Notes as a result of a Change of Control.
(b) Within ten 10 days following any Change of Control, the Company shall mail send, by first-class mail, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: Noteholder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 7.08 and that all Notes tendered will be accepted for payment; ;
(ii) the purchase price and the purchase date; , which shall be at least 10 but no more than 30 days from the date on which the Company mails notice of the Change of Control (the "Change of Control Payment Date");
(iii) that any Note Balloon Notes not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Balloon Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; ;
(v) that Holders Noteholders electing to have any Balloon Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Balloon Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Balloon Notes completed, to the Paying Agent Company or its designated agent for such purpose 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; ;
(vi) that Holders Noteholders will be entitled to withdraw their election if the Paying Agent Company or its designated agent for such purpose receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderNoteholder, the principal amount of Balloon Notes delivered for purchase, and a statement that such Holder Noteholder is withdrawing his election to have the Balloon Notes purchased; and and
(vii) that Holders Noteholders whose Balloon Notes are being purchased only in part will be issued new Balloon Notes equal in principal amount to the unpurchased portion of the Balloon Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (i) accept for payment all Balloon Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 either (iiiA) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Noteholder so tendered the Change of Control Payment for such NotesBalloon Notes plus all accrued and unpaid interest to the Change of Control Payment Date, or (B) pay such amount, by wire transfer of immediately available funds, to any Noteholder who requests in writing that payment be made in such manner in its completed "Option of Holder to Elect Purchase" on the reverse side of the applicable Balloon Note, and the Trustee shall promptly authenticate (iii) execute and mail (or cause to be transferred by book book-entry) to each Holder Noteholder a new Balloon Note equal in principal amount to any unpurchased portion of the Balloon Notes surrendered, if any; provided provided, however, that each such new Balloon Note shall be in a principal amount of $1,000 100,000 (or an integral multiple thereof. Prior ) or the amount owing to mailing a Change the holder of Control Offersuch Balloon Note, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15whichever is less. The Company shall publicly announce mail to each Noteholder the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 7.08 and such third party purchases all Balloon Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, on the Notes repurchased to the date of purchase (the "Change of Control Payment"). Within ten days Business Days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.16 and that all Notes on tendered will be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; ;
(vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09, 4.11 or 4.16 hereof, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.09, 4.11 or this Section 4.16 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable.
(c) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Corrections Corp of America)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase repurchase (the "“Change of Control Payment"”). Within ten 75 days following any Change of Control, the Company shall or shall cause the Trustee to mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered in accordance with the terms of the Change of Control Offer shall be accepted for payment;
(2) the purchase price and the date specified in such noticeof purchase, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company 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 such compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such the properly tendered Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) book-entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable promptly after the Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price in cash (the "“Change of Control Offer"Payment”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, thereon to the date of purchase (the "“Change of Control Payment"Purchase 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 Change of Control Purchase Date. Within ten 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed stating:
(the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (ia) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; ;
(iib) the purchase price and the purchase date; expiration date of the offer, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (iiithe “Change of Control Offer Expiration Date”);
(c) that the Change of Control Offer will expire as of the Change of Control Offer Expiration Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Offer Expiration Date promptly thereafter on the Change of Control Purchase Date;
(d) that any Note not tendered will continue to accrue interest; interest and Additional Interest, if any;
(ive) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Purchase Date; ;
(vf) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Offer Expiration Date; ;
(vig) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close termination of business on the second Business Day preceding the Change of Control Payment Offer on the Change of Control Offer Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and and
(viih) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple thereofof $1,000 in excess of $2,000. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control.
(b) On . To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such compliance. Promptly after the Change of Control Payment Offer Expiration Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Purchase Date, the Company shall:
(iii) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Purchase Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 2,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but $1,000 in any event within 90 days following a Change excess of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15$2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. The Change of Control provisions described in this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company or any Guarantor shall either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 price, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Sections 3.03 and 3.07, unless there is a default in payment of the applicable redemption price. 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 such Change of Control at the time of making the Change of Control Offer. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the offer as provided above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given in compliance with Section 3.03 (other than subsection (c) thereof) not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all, but not less than all, of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Dateplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to such date of redemption).
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company Issuer to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000) of such that Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, on the Notes repurchased to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within ten 30 days following any Change of Control, the Company Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering stating:
(1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes on tendered shall be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will shall continue to accrue interest; ;
(iv4) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and ;
(vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof only. The Company 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 and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change in Control. To the extent that the provisions of Controlany securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 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 Section 3.09 or this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuer. The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuer shall either repay all its outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing their outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. 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 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Usp Mission Hills, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing and the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall stateTrustee stating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.16 and that all Notes tendered will shall be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no later than 30 Business Days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE") unless a later date is required by applicable law; (iii3) that any Note not tendered or accepted for payment will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company 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; (vi6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (8) the circumstances and relevant facts regarding such Change of Control (including, but not limited to, information with respect to PRO FORMA historical financial information after giving effect to such Change of Control, information regarding the Person or Persons acquiring control and such Person's or Persons' business plans going forward) and any other information that would be material to a decision as to whether to tender a Note pursuant to the Change of Control Offer. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On or before the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment purchase price 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 surrenderedsurrendered by such Holder, if any; provided PROVIDED, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.6 and repurchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.14 and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Xm Satellite Radio Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Additional Amounts thereonLiquidated Damages, if any, thereon to the date of purchase repurchase (the "Change of Control Payment"). Within ten 30 days following any a Change of Control, the Company shall mail a notice to each Holder describing with a copy to the transaction or transactions Trustee stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on validly tendered and not withdrawn will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interestinterest and Liquidated Damages, if any; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completedcompleted and such customary documents as the Company may reasonably request, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, 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 and regulations are applicable in connection with the repurchase of Notes in connection with as a result of a Change of Control. To the extent that the provision of any securities laws or regulations conflict with this Section 4.15, the Company 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 such conflict.
(b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company shall, to the extent lawful, (ia) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (iib) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered and (iiic) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder holder of Notes so 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 provided, however, that each such new Note shall will be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable.
(d) 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 time and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii2) the purchase price and the purchase date, which shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii3) that any Note not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) 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 (iii3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Holder's 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 surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder 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 and shall redeem all of the outstanding Notes pursuant thereto, the Issuer shall have make an offer to purchase all of the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, to the date of purchase (purchase, subject to the "Change right of Control Payment")Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within ten 30 days following any Change of Control, the Company Issuer shall mail send notice of such Change of Control Offer by first-class mail, with a notice copy to the Trustee, to each Holder describing of Notes to the transaction address of such Holder appearing in the security register with a copy to the Trustee or transactions otherwise in accordance with the procedures of DTC, with the following information:
(1) that constitute the a Change of Control Offer is being made pursuant to this Section 4.14 and offering that all Notes properly tendered pursuant to repurchase Notes on such Change of Control Offer shall be accepted for payment by the date specified in such noticeIssuer;
(2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not properly tendered will shall remain outstanding and continue to accrue interest; ;
(iv4) that, that unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the such Notes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the 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; ;
(vi6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day preceding expiration date of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and ;
(vii7) that the Holders whose Notes are being purchased repurchased only in part will shall be issued new Notes and such new Notes shall be equal in principal amount to the unpurchased portion of the Notes surrendered, which . The unpurchased portion of the Notes must be equal to $1,000 in principal amount 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 4.14, that a Holder must follow.
(a) 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 Company 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 and or regulations are applicable in connection with the repurchase of Notes in connection with pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 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 Company Issuer shall, to the extent lawful, permitted by law,
(i1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Officer’s Certificate to the Trustee stating the aggregate principal amount of that such Notes or portions thereof being have been tendered to and purchased by the Company. Issuer.
(c) The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior .
(d) The Issuer shall not be required to mailing 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 4.14 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, but a Change of Control Offer may be made in any event within 90 days following advance of a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder conditional upon such Change of each lender who has accepted such offer or obtain the requisite consentsControl, if any, under all agreements governing outstanding Senior Debt to permit a definitive agreement is in place for the repurchase Change of Notes required by this Section 4.15. The Company shall publicly announce Control at the results time of making of the Change of Control Offer on or Offer.
(e) Other than as soon as practicable after specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the Change provisions of Control Payment DateSections 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) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") Debentures at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, if any, to the date of purchase (the "Change of Control PaymentRepurchase Price"). Notwithstanding the foregoing, the Company may, at its option, in lieu of paying Repurchase Price in cash, pay the Repurchase Price by issuing shares of common stock. The number of shares of common stock tendered in payment shall be determined by dividing the Repurchase Price by the value of common stock, which for this purpose shall be equal to 95% of the average of the closing sale prices of the common stock for the five consecutive Trading Days ending on and including the third Trading Day preceding the Repurchase Date. Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall statestating: (i1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.09 and that all Notes Debentures validly tendered will be accepted for payment; (ii2) the purchase price Repurchase Price and the purchase date, which shall be 45 days from the date such notice is mailed (the "Repurchase Date"); (iii3) that any Note Debenture not tendered will continue to accrue interest; (iv4) that, unless the Company defaults in the payment of the Change of Control PaymentRepurchase Price, all Notes Debentures accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Repurchase Date; (v5) that Holders electing to have any Notes Debentures purchased pursuant to a Change of Control Offer will be required to surrender the NotesDebentures, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes Debentures completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third fifth Business Day preceding the Change of Control Payment Repurchase Date; (vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Debentures delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes Debentures purchased; and (vii7) that Holders whose Notes Debentures are being purchased only in part will be issued new Notes debentures equal in principal amount to the unpurchased portion of the Notes Debentures surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 and regulations are applicable in connection with the repurchase of Notes Debentures in connection with a Change of Control.
(b) On the Change of Control Payment Repurchase Date, the Company shall, to the extent lawful, (i1) accept for payment all Notes Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment Repurchase Price in respect of all Notes Debentures or portions thereof so tendered and (iii3) deliver or cause to be delivered to the Trustee the Notes Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes Debentures or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes Debentures so tendered accepted payment in an amount equal to the Change of Control Payment Repurchase Price for such Notesthe Debentures, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes surrenderedDebentures surrendered by such Holder, if any; provided provided, that each such new Note Debenture shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Repurchase Date.
(c) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Payment DateOffer 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 4.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will be required to make an offer (a "Change of Control Offer") to each Holder of Notes shall have Notes, unless the Company has exercised its right to require redeem all the Company Notes as described under Section 3.07, to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's Notes pursuant to on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer described below a payment in cash (the "Change of Control OfferPayment") at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts thereonInterest, if any, on the Notes repurchased, to the date of purchase (the "Change of Control PaymentPayment Date"). Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 (and describing the transaction transactions or transactions that constitute the Change of Control) and that all Notes tendered shall be accepted for payment; (ii) the purchase price and Change of Control and offering to repurchase Notes on the date specified in such noticePayment Date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase datemailed; (iii) that any Note not tendered will shall continue to accrue interestinterest and Additional Interest, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the 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; (vi) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control.
(b) . To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of such conflict. On the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so validly 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 such new Note shall will be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 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 Interest, if any, shall be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no other interest or Additional Interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Prior to complying with any of the other provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt (or commitments to extend Senior Debt) that prohibits prepayment or repurchase of the Notes pursuant to a Change of Control Offer or obtain the requisite consents, if any, under all agreements governing such Senior Debt or commitments to permit the repurchase of Notes required by this Section 4.15.
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Samples: Indenture (K&f Industries Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl (the date of such occurrence, the “Change of Control Date”), each Holder of Notes shall have the right to require the Company Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of purchase such Holder's ’s Notes pursuant to the offer described below in whole, or in part in integral multiples of $1.00, at a purchase price (the "“Change of Control Offer"Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of such Notes, plus accrued and unpaid interest and Additional Amounts thereoninterest, if any, to the date of purchase repurchase (the "“Change of Control Payment"Purchase Date”). , pursuant to and in accordance with the offer described in this Section 4.06 (the “Change of Control Offer”).
(b) Within ten 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Date the Issuer shall send, by first class mail, a notice to the Holders and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: Trustee stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.06 and that all Notes validly tendered will be accepted for payment; ;
(ii) the purchase price Change of Control Purchase Price and the purchase date; Change of Control Purchase Date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed other than as may be required by law, provided that a Change of Control Purchase Date shall not occur on a date during the period from and after the first day of a Fiscal Quarter to and including the next succeeding Payment Date;
(iii) that any Note not tendered will continue to accrue interest; ;
(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; Purchase Date unless the Issuer shall default in the payment of the Change of Control Purchase Price of the Notes and the only remaining right of the Holder is to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(v) that Holders electing to have any Notes a portion of a Note purchased pursuant to a Change of Control Offer may elect to have such Note purchased in integral multiples of $1.00;
(vi) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the NotesNote, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes Note completed, or transfer by book-entry transfer, to the 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 Purchase Date; ;
(vivii) that Holders a Holder will be entitled to withdraw their its election if the Paying Agent Issuer receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, letter or facsimile transmission or letter setting forth the name of the such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes such Note purchased; and and
(viiviii) that Holders whose if Notes are being purchased only in part part, a new Note of the same type will be issued new Notes equal in a principal amount equal to the unpurchased portion of the Notes surrendered.
(c) On or before the Change of Control Purchase Date, which the Issuer shall, to the extent lawful, accept for payment, all Notes or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 4.06. The Issuer or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion must of the Note surrendered. Any Note not so accepted shall be equal promptly mailed or delivered by the Issuer to $1,000 in principal amount or an integral multiple the Holder thereof. .
(d) The Company 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 and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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 such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to mailing a Change of Control Offer, but in . To the extent that any event within 90 days following a Change provisions of Controlany securities laws or regulations conflict with the provisions of this Section 4.06, the Company Issuer shall either repay all outstanding Senior Debt or offer comply with the applicable securities laws and regulations and shall not be deemed to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, have breached its obligations under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results 4.06 by virtue of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Datesuch compliance.
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Offer to Repurchase Upon Change of Control. (a) Upon Subject to the occurrence of terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, if a Change of ControlControl occurs, each Holder of Notes shall will have the right to require the Company to repurchase all or any part (equal to a minimum amount of $1,000 or an 1.00 and integral multiple thereofmultiples of $1.00) of such that Holder's ’s Notes pursuant to the a change of control offer described below (the "a “Change of Control Offer"”) at an on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer price a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts thereon, if any, on the Notes repurchased to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within ten days (10) Business Days following any Change of Control, the Company shall mail send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and, subject to the next succeeding paragraph, stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and offering to repurchase that all Notes on tendered will be accepted for payment;
(2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (the "“Change of Control Payment Date"”). Such notice, which shall govern the terms of the Change of Control offer, shall state: ;
(i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date; (iii3) that any Note not tendered will continue to accrue interest; ;
(iv4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date; ;
(v5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes completed, or transfer by book-entry transfer, to the 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; ;
(vi6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and and
(vii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 1.00 in principal amount and integral multiples of $1.00. Notwithstanding anything to the contrary in this Section 4.17, if the Notes are part of Stapled Securities, each Holder will only have the right to require the Company to repurchase all or an any part of that Holder’s Notes pursuant to the Change of Control Offer in a minimum amount equal to the Current Principal Amount of Notes per Unit on such Redemption Date represented by a single Stapled Security, and, to the extent such Holder holds more than a single Stapled Security, integral multiple thereofmultiples of such amount, and any new Notes issued to Holders whose Notes are purchased in part will be issued in multiples of such amount. 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 those laws and regulations are applicable in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations pursuant to the provisions of this Indenture by virtue of such compliance.
(b) On or before the Change of Control Payment Date, the Company shall, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(ii2) 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 of Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall promptly mail send to each Holder of Notes so 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 such new Note shall will be in a principal amount of $1,000 1.00 or an in integral multiple multiples of $1.00 in excess thereof. Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company 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 described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has previously been given pursuant to this Indenture as described above under Article 3 unless and until there is a default in payment of the applicable redemption price.
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