Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); (iv) that any Notes not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making 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; (vi) that Holders 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 Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures; (vii) that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the 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 for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased, subject to the Applicable Procedures; (viii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased. (b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued. (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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 3 contracts
Samples: Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to minimum amounts of $2,000 or an and integral multiple multiples of $1,000 in excess thereof1,000) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date that is on or prior to the date of repurchase (the “Change of Control Payment”). Within ten days following any Change of Control, the Issuers will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter (sent in accordance with Section 13.02 if the Trustee is the Paying Agent) setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to at least $2,000 in principal amount or an integral multiple of $1,000 1,000. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereof; and
(ix) connection with the instructions, repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.10, that a Holder must follow in order the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.10 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from or before the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company Issuers will, 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 of Notes properly tendered, and ; 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 shall will promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that , with each such new Note will be in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof1,000. The Company 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. Notes (or portions thereof) purchased pursuant The provisions of this Section 4.10 that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissued.
(c) The Company any other provisions of this Indenture are applicable. Notwithstanding anything to the contrary in this Section 4.10, the Issuers will not be required to make a Change of Control Offer upon if (1) a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.10 and Section 3.09 hereof and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 3 contracts
Samples: Indenture (Forbes Energy Services Ltd.), Indenture (Forbes Energy Services LLC), Indenture (Forbes Energy Services Ltd.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail send a notice to the Trustee and each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Regency Energy Partners defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . Regency Energy Partners shall comply with all applicable requirements of Rule 14e-l under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eOffer is made.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) Regency Energy Partners purchases all of the Notes held by such holdersHolders, the Company Regency Energy Partners will have the right, upon not less than 30 15 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 Outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment Notes redeemed plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes that remain outstanding, to the date of redemptionRedemption Date, subject to the rights right of holders the Holders of Notes on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the applicable redemption dateRedemption Date.
Appears in 2 contracts
Samples: Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s 's Notes pursuant to a Change of Control Offer in accordance with this Indenture (a “Change of Control Offer”). In the Change of Control Offer, the Company will offer described below at a purchase price payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such . No later than 45 days following any Change of Control;
, the Company shall provide a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (iii) the purchase “Change of Control Payment Date”), which date (which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed)provided and stating:
(1) 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;
(iv2) the purchase price and the Change of Control Payment Date;
(3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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 on and after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an a $1,000 integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant 8) any conditions precedent to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Offer and whether such Change of Control Payment Offer is being made by a third party as provided in respect of all Notes or portions thereof so tenderedclause (c), 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereofbelow. 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. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its compliance with such securities laws compliance.
(b) On or regulations. In before the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount in cash equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly provide to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and provide (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, on the Notes that remain outstanding, .
(c) Notwithstanding anything to the date contrary in this Section 4.15, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on at or prior to 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 (it being understood that such third party may make a Change of Control Offer that is conditioned on and prior to the occurrence of a Change of Control pursuant to this clause (1)), 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 dateprice.
(d) A Change of Control Offer may be made in advance of a Change of Control, and may be subject to conditions, including 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 2 contracts
Samples: Indenture (Harland Clarke Holdings Corp), Indenture (Harland Clarke Holdings Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuer will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to a minimum amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to (but not including) the date of purchase repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date in respect of then outstanding Notes (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuer will mail provide a notice to the Trustee and each Holder with a copy to of Notes describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.13 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the purchase date, which date (which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedprovided (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Issuer defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note Issuer will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.13, the Company Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.13 by virtue of its compliance with such securities laws compliance.
(b) On or regulations. In before the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have Issuer will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent will promptly arrange for payment to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and provide (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.13, the Issuer will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party (including an Affiliate of the Issuer) makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.13 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 2 contracts
Samples: Indenture (Nathans Famous Inc), Indenture (Nathans Famous Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail a notice to the Trustee and each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Regency Energy Partners defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . Regency Energy Partners shall comply with all applicable requirements of Rule 14e-l under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eOffer is made.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) Regency Energy Partners purchases all of the Notes held by such holdersHolders, the Company Regency Energy Partners will have the right, upon not less than 30 15 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 Outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment Notes redeemed plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes that remain outstanding, to the date of redemption, subject to the rights right of holders the Holders of Notes on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the applicable redemption dateRedemption Date.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Regency Energy Partners LP), First Supplemental Indenture (Regency Energy Partners LP)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless except as provided in this Section 4.15, the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control PaymentPurchase Date”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date. Within 30 days following any Change of Control, the Company will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the expiration date (of the Change of Control Offer, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed)sent;
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telexelectronic image scan, 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 its election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its such compliance.
(b) Promptly following the expiration of the Change of Control Offer, the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Payment Date:
(1) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(2) deliver or cause to be delivered to the Trustee the Notes accepted for payment, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will announce publicly 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 (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 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such securities laws Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or regulationsAlternate Offer is made. The closing date of any Change of Control Offer or Alternate Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the date the Change of Control Offer notice is sent pursuant to Section 4.15(a) hereof.
(e) In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any a third party making such the Change of Control Offer or Alternate Offer in lieu of the Company as described in paragraph (c) above) purchases all of the Notes held by such holdersHolders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate 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 Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, redemption (subject to the rights of holders Holders on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption date).
Appears in 2 contracts
Samples: Indenture (Centennial Resource Development, Inc.), Indenture (Centennial Resource Development, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holderthat Xxxxxx’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Special Interest, 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 that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to and the Trustee (describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Company will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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. .
(c) The Paying Agent shall will promptly mail or wire transfer to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new . Any Note so accepted for payment will be in a principal amount cease to accrue interest on and after the Change of $2,000 or an integral multiple of $1,000 in excess thereofControl Payment Date. 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. Notes .
(or portions thereofd) purchased pursuant The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable. Except as described in this Section 4.15 with respect to a Change of Control, this Indenture does not contain provisions that 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 transaction.
(ce) The 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-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 properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 2 contracts
Samples: Indenture (CPM Holdings, Inc.), Indenture (CPM Holdings, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has previously or concurrently mailed shall make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes pursuant to the offer described below at a purchase price price, in cash cash, equal to 101% of the Accreted Value of the Notes repurchased prior to the Full Accretion Date and 101% of the aggregate principal amount thereofat maturity of the Notes repurchased after the Full Accretion Date, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controland Special Interest thereon, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07if any, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "Change of Control Payment"). Within 30 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 covenant and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrete or accrue interest;
(v4) that, unless the Company defaults in making the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof; and
(ix) . On the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willshall, to the extent lawful, ,
(i1) accept for payment all Notes or portions thereof of the 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 of the Notes so tendered, and ; 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 at maturity 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 purchase price for the Notes (the "Change of Control Payment for such NotesPayment"), and the Trustee will, upon receipt of an Authentication Order, shall promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note will shall be in a principal amount at maturity of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a The Change of Control Offer will provisions described above shall be cancelled 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 may 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 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be reissued.
(c) deemed to have breached its obligations under this Section 4.15 by virtue of the compliance. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, provisions under this Indenture relating to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the Company's obligation to make an offer to repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws Control may be waived or regulations conflict modified with the provisions written consent of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue Holders of its compliance with such securities laws or regulations. In the event that holders of not less than 90% a at least a majority in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all at maturity of the Notes held by such holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest, if any, on the Notes that remain then outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest thereon to the date of purchase repurchase (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date) (in either case, the “Change of Control Payment”), except to the extent the Company has previously or concurrently elected to redeem the Notes as set forth in Section 3.07 hereof. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect elected to all of redeem the outstanding Notes as provided by set forth in Section 3.073.07 hereof, the Company will be required to deliver notice electronically or by first class mail a notice to each Holder with a copy to and the Trustee (at the “Change address of Control Offer”) such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC stating:
(i1) that a the Change of Control has occurred and that such holder has the right Offer is being made pursuant to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)this Section 4.14;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and not later than 60 days from after the date such notice is maileddelivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (the “Change of Control Payment Date”);
(iv3) that any Notes not tendered or accepted for payment shall will continue to accrue interestinterest in accordance with the terms of this Indenture;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders 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 Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, Trustee receives, not later than the close of business on the third 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 unconditionally withdrawing its election to have the such Notes purchased, subject to the Applicable Procedures;
(viii6) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and;
(ix7) if such notice is sent prior to the instructionsoccurrence of a Change of Control, as determined by the Company, consistent with this Section 5.14, stating that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (Offer is conditional on the “occurrence of such Change of Control Payment Date”)and describing each such condition, and, if applicable, stating that, in the Company willCompany’s discretion, 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 Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all Notes such conditions shall be satisfied (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 waived by the Company. The Paying Agent Company in its sole discretion), or that such purchase may not occur and such notice may be rescinded in the event that the Company shall promptly mail to each Holder of Notes so tendered determine that the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred will not occur by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) any other information the Company determines is material to such Xxxxxx’s decision to tender Notes. The Company will be required to 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 (or portions thereof) purchased pursuant to required in the event of a Change of Control Offer and will be cancelled and may not be reissueddeemed to have violated this Section 4.14 as a result of such compliance. The Company may rely on any no-action letters issued by the SEC indicating that the Staff of the SEC will not recommend enforcement actions in the event a tender offer satisfies certain conditions.
(cb) The Notwithstanding anything to the contrary contained in this Indenture or in the Notes, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Company, (ii) a notice of redemption has been given pursuant to this Indenture as set forth in Section 3.07 hereof or (iii) the Company’s obligations under this Indenture are satisfied and purchases all Notes validly tendered and not withdrawn under such discharged or defeased as set forth in Article 11 hereof on or promptly following the Change of Control. The Company’s obligations in respect of a Change of Control Offer. A Offer (including the definition of Change of Control) can be waived or modified with the consent of Holders of a majority of the aggregate principal amount of Notes then outstanding at any time.
(c) Notwithstanding anything to the contrary in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eControl.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 If the Change of Control Payment plus Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due will be paid on the relevant interest payment date that is on or prior to the applicable redemption Person in whose name a Note is registered at the close of business on such record date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”);
(ii) . Any Change of Control Offer may be made in advance of the circumstances Change of Control and relevant facts regarding conditioned upon the occurrence of such Change of Control. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes tendered will be accepted for payment;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Company will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change of Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.16, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.16 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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 will 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 will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The Notwithstanding anything to the contrary in this Section 4.16, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.16 and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Samples: Indenture (Appvion, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuer will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 CHF150,000 or an a higher integral multiple of $1,000 in excess thereofCHF1,000) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date). Within thirty days following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;
(ii2) the circumstances and relevant facts regarding such Change of Control;
(iii) Control Payment and the purchase date (Change of Control Payment Date, which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Issuer defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 CHF150,000 in principal amount or an and higher integral multiple multiples of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchasedCHF1,000.
(b) On a date that is at least 30 but no more than 60 days from The Issuer will comply with the date on which requirements of Rule 14e-1 under the Company mails notice Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.
(c) On the “Change of Control Payment Date”), the Company Issuer will, 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 cause to be paid to the Paying Agent Holders an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so 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 Issuer;
(4) in the case of Global Notes, deliver, or cause to be delivered, to the Paying Agent shall the Global Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered to and purchased by the Issuer; and
(5) in the case of Definitive Registered Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Registered Notes accepted for purchase by the Issuer.
(d) If any Definitive Registered Notes have been issued, the Issuer will cause to be promptly mail mailed to each Holder of Definitive Registered Notes so tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, or its Authenticating Agent will promptly authenticate (or cause to be authenticated) and mail (or cause to be transferred by book-entry) to each Holder of Definitive Registered Notes a new Note equal in aggregate principal amount to any the unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a an aggregate principal amount that is at least CHF150,000 and integral multiples of $2,000 or an integral multiple of $1,000 CHF1,000 in excess thereof. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes .
(or portions thereofe) purchased pursuant The provisions of this Section 4.14 that require the Issuer to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(cf) The Company Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer 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. A Notwithstanding anything to the contrary contained in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions closing date of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer made in lieu advance of a Change of Control may be changed to conform to the actual closing date of the Company as described above) purchases all Change of the Notes held by Control, provided that such holders, the Company will have the right, upon closing date is not less than 30 nor more than 60 days’ prior notice, given not more earlier than 30 days following nor later than 60 days from the purchase pursuant to date the Change of Control Offer notice is mailed as 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datein this Section 4.14(a).
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest thereon to the date of purchase repurchase (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date) (in either case, the “Change of Control Payment”), except to the extent the Company has previously or concurrently elected to redeem the Notes as set forth in Section 3.07 hereof. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect elected to all of redeem the outstanding Notes as provided by set forth in Section 3.073.07 hereof, the Company will be required to deliver notice electronically or by first class mail a notice to each Holder with a copy to and the Trustee (at the “Change address of Control Offer”) such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC stating:
(i1) that a the Change of Control has occurred and that such holder has the right Offer is being made pursuant to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)this Section 4.14;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and not later than 60 days from after the date such notice is maileddelivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (the “Change of Control Payment Date”);
(iv3) that any Notes not tendered or accepted for payment shall will continue to accrue interestinterest in accordance with the terms of this Indenture;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders 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 Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, Trustee receives, not later than the close of business on the third 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 unconditionally withdrawing its election to have the such Notes purchased, subject to the Applicable Procedures;
(viii6) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and;
(ix7) if such notice is sent prior to the instructionsoccurrence of a Change of Control, as determined by the Company, consistent with this Section 5.14, stating that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (Offer is conditional on the “occurrence of such Change of Control Payment Date”)and describing each such condition, and, if applicable, stating that, in the Company willCompany’s discretion, 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 Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all Notes such conditions shall be satisfied (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 waived by the Company. The Paying Agent Company in its sole discretion), or that such purchase may not occur and such notice may be rescinded in the event that the Company shall promptly mail to each Holder of Notes so tendered determine that the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred will not occur by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) any other information the Company determines is material to such Holder’s decision to tender Notes. The Company will be required to 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 (or portions thereof) purchased pursuant to required in the event of a Change of Control Offer and will be cancelled and may not be reissueddeemed to have violated this Section 4.14 as a result of such compliance. The Company may rely on any no-action letters issued by the SEC indicating that the Staff of the SEC will not recommend enforcement actions in the event a tender offer satisfies certain conditions.
(cb) The Notwithstanding anything to the contrary contained in this Indenture or in the Notes, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn Company, (ii) a notice of redemption has been given pursuant to this Indenture as set forth in Section 3.07 hereof or (iii) the Company’s obligations under such this Indenture are defeased as set forth in Article 11 hereof on or promptly following the Change of Control. The Company’s obligations in respect of a Change of Control Offer. A Offer can be waived or modified with the consent of Holders of a majority of the aggregate principal amount of Notes then outstanding at any time.
(c) Notwithstanding anything to the contrary in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eControl.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 If the Change of Control Payment plus Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due will be paid on the relevant interest payment date that is on or prior to the applicable redemption Person in whose name a Note is registered at the close of business on such record date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuers will mail send a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults Issuers Default in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note Issuers will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its such compliance.
(b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The 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. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers 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 such securities laws the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) in connection with any Change of Control, Xxxxx Energy Partners or regulations. In 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 in accordance with the terms of the Alternate Offer, or (3) `notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) With respect to the Notes, in the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company Xxxxx Energy Partners (or any the third party making such the Change of Control Offer in lieu of the Company or Alternate Offer as described provided above) purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company Issuers will have the right, upon not less than 30 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, redemption (subject to the rights right of holders Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateRedemption Date).
Appears in 1 contract
Samples: Indenture (Holly Energy Partners Lp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has previously or concurrently mailed shall make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes pursuant to the offer described below at a purchase price price, in cash cash, equal to 101% of the Accreted Value of the Notes repurchased prior to the Full Accretion Date and 101% of the aggregate principal amount thereofat maturity of the Notes repurchased after the Full Accretion Date, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controlthereon, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07if any, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "Change of Control Payment"). Within 30 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 covenant and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrete or accrue interest;
(v4) that, unless the Company defaults in making the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof; and
(ix) . On the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willshall, to the extent lawful, ,
(i1) accept for payment all Notes or portions thereof of the 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 of the Notes so tendered, and ; 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 at maturity 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 purchase price for the Notes (the "Change of Control Payment for such NotesPayment"), and the Trustee will, upon receipt of an Authentication Order, shall promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note will shall be in a principal amount at maturity of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a The Change of Control Offer will provisions described above shall be cancelled 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 may 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 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be reissued.
(c) deemed to have breached its obligations under this Section 4.15 by virtue of the compliance. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, provisions under this Indenture relating to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the Company's obligation to make an offer to repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws Control may be waived or regulations conflict modified with the provisions written consent of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue Holders of its compliance with such securities laws or regulations. In the event that holders of not less than 90% a at least a majority in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all at maturity of the Notes held by such holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest, if any, on the Notes that remain then outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Con- trol Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to but excluding the date of purchase purchase, sub- ject to the rights of Holders of Notes so called for repurchase on or after a record date for the payment of interest to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following fol- lowing any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to describing the Trustee (transaction or transac- tions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of at- tached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent or Depositary, as applicable, at the address specified speci- fied in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 . In connec- tion with the Paying Agent an amount equal tender of any Notes with respect 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, the tendering Holder of Notes shall provide good title to the Notes, free and conditioned upon clear of all liens and encumbrances, and shall represent and war- rant that such Change Holder of Control occurringNotes is presenting good title, if a definitive agreement is in place for the Change free and clear of Control at the time of making the Change of Control Offerall Liens and encumbrances, and such other representations and warranties as are customary. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities se- curities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in re- spect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each tendering Holder a new Note equal in principal amount to the unpurchased por- tion (if any) of the Note surrendered by such Xxxxxx. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) 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 price, 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 ap- plicable redemption price.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such securities laws or regulations. In Change of Control, if a definitive agreement is in place for the event that holders Change of Control at the time the Change of Control Offer is made.
(e) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept valid- ly tender and do not withdraw such Notes in a Change of Control Offer and the Company (Company, or any third party making such other Person mak- ing a Change of Control Offer in lieu of the Company as described above) pursuant to Section 4.15(c), purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company will have the right, upon not less than 30 15 nor more than 60 30 days’ prior notice, given not more than 30 15 days following the such purchase pursuant to the Change of Control Offer described abovepursuant to Section 4.15, to redeem all of the 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 plus Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, interest to but excluding the date of redemption, redemption (subject to the rights right of holders of rec- ord on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date).
Appears in 1 contract
Samples: Indenture
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuers will mail send a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 5.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults Issuers Default in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note Issuers will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 5.15, the Company Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 5.15 by virtue of its such compliance.
(b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. On the Change of Control Payment Date, the Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 5.15, the Issuers 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 such securities laws the requirements set forth in this Section 5.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or regulations. In (2) notice of redemption has been given pursuant to Section 4.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) With respect to the Notes, in the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept validly tender and do not withdraw such Notes in a Change of Control Offer and the Company Issuers (or any the third party making such the Change of Control Offer in lieu of the Company Issuers as described provided above) purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company 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 101% of the Change aggregate principal amount of Control Payment such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, redemption (subject to the rights right of holders Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateRedemption Date).
Appears in 1 contract
Samples: First Supplemental Indenture (TransMontaigne Partners L.P.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, 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 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail or otherwise deliver (including by electronic means) a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.14 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed or otherwise delivered (including by electronic means) (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSections 3.09 or 4.14 hereof, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Sections 3.09 or 4.14 hereof by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver (including by electronic means) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.14, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder shall of Notes will have the right to require the Company to repurchase all or any part portion (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000). In the Change of Control Offer, the Company will offer described below at a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase (such payment the “Change of Control Payment”, and such date of purchase, the “Change of Control Payment Date”), subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control, unless except to the extent the Company has previously or concurrently mailed a redemption delivered notice with respect to all the Trustee of the outstanding its intention to redeem Notes as provided by pursuant to Section 3.073.07 hereof, the Company will mail (or with respect to Global Notes to the extent permitted or required by DTC’s applicable procedures or regulations, send electronically) a notice to each Holder Holder, with a copy to the Trustee (Trustee, describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.14 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the Change of Control Payment Date, which shall be no earlier than 30 15 days nor and no later than 60 days from the date such notice is mailed)mailed or sent, pursuant to the procedures required by this Indenture;
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.14, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.14 by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.14, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given to the rights Trustee pursuant to Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, or conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Adient PLC)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, to the date of purchase purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right offering to require the Company to purchase such holder’s repurchase Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchasespecified in the notice, plus accrued and unpaid interest to the which date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii) the purchase date (which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”). Such notice, which will govern the terms of the Change of Control Offer, will state:
(1) 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;
(iv2) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v3) that, unless the Company defaults in making 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;
(vi4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii5) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii6) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 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 excess thereof; and
(ix) connection with the instructionsrepurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, as determined by the Company, consistent Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 5.14, that a Holder must follow in order to have its Notes purchased4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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 of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The Company will not be required to make a Change of Control Offer upon a Change of Control (1) if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer Section 4.15 and Section 3.09 hereof made by the Company and purchases all Notes validly notes properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, or (2) notice of redemption has been given pursuant to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all above under Section 3.07, unless and until there is a default in payment of the Notes held by such holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Samples: Indenture (Broder Bros Co)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, 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 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail or otherwise deliver (including by electronic means) a notice to each Holder Holder, with a copy to the Trustee (Trustee, describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.14 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed or otherwise delivered (including by electronic means) (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSections 3.09 or 4.14 hereof, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Sections 3.09 or 4.14 hereof by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver (including by electronic means) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.14, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus together with accrued and unpaid interest thereon to the date of purchase repurchase (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date) (in either case, the “Change of Control Payment”), except to the extent the Company has previously or concurrently elected to redeem the Notes as set forth in Section 3.07 hereof. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect elected to all of redeem the outstanding Notes as provided by set forth in Section 3.073.07 hereof, the Company will be required to deliver notice electronically or by first class mail a notice to each Holder with a copy to and the Trustee (at the “Change address of Control Offer”) such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC stating:
(i1) that a the Change of Control has occurred and that such holder has the right Offer is being made pursuant to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)this Section 4.14;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and not later than 60 days from after the date such notice is maileddelivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (the “Change of Control Payment Date”);
(iv3) that any Notes not tendered or accepted for payment shall will continue to accrue interestinterest in accordance with the terms of this Indenture;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders 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 Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, Trustee receives, not later than the close of business on the third 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 unconditionally withdrawing its election to have the such Notes purchased, subject to the Applicable Procedures;
(viii6) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and;
(ix7) if such notice is sent prior to the instructionsoccurrence of a Change of Control, as determined by the Company, consistent with this Section 5.14, stating that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (Offer is conditional on the “occurrence of such Change of Control Payment Date”)and describing each such condition, and, if applicable, stating that, in the Company willCompany’s discretion, 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 Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all Notes such conditions shall be satisfied (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 waived by the Company. The Paying Agent Company in its sole discretion), or that such purchase may not occur and such notice may be rescinded in the event that the Company shall promptly mail to each Holder of Notes so tendered determine that the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred will not occur by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) any other information the Company determines is material to such Holder’s decision to tender Notes. The Company will be required to 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 (or portions thereof) purchased pursuant to required in the event of a Change of Control Offer and will be cancelled and may not be reissueddeemed to have violated this Section 4.14 as a result of such compliance. The Company may rely on any no-action letters issued by the SEC indicating that the Staff of the SEC will not recommend enforcement actions in the event a tender offer satisfies certain conditions.
(cb) The Notwithstanding anything to the contrary contained in this Indenture or in the Notes, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn Company, (ii) a notice of redemption has been given pursuant to this Indenture as set forth in Section 3.07 hereof or (iii) if the Company’s obligations under such this Indenture are defeased as set forth in Article 11 hereof on or promptly following the Change of Control. The Company’s obligations in respect of a Change of Control Offer. A Offer can be waived or modified with the consent of Holders of a majority of the aggregate principal amount of Notes then outstanding at any time.
(c) Notwithstanding anything to the contrary in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eControl.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 If the Change of Control Payment plus Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due will be paid on the relevant interest payment date that is on or prior to the applicable redemption Person in whose name a Note is registered at the close of business on such record date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail send a notice to each Holder Holder, with a copy to the Trustee (Trustee, describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.13 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, depositary receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, electronic image scan, 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Company will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change of Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.13, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.13 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 or depositary an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered, and ; 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 or depositary will 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, it will make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Notwithstanding anything to the contrary in this Section 4.13, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Section 4.13 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer made by Offer, (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, or (3) in connection with or in contemplation of any Change of Control, the Company or a third party makes an offer to purchase (an “Alternate Offer”) any and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of at a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for cash price equal to or higher than the Change of Control at Payment and purchases all Notes properly tendered and not withdrawn under the time of making the Change of Control Alternate Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company (or any the third party making such the Change of Control Offer in lieu of the Company or Alternate Offer as described provided above) purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company will have the right, upon not less than 30 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, Redemption Date (subject to the rights right of holders Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateRedemption Date).
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of any of the following events (each a “Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07”), each Holder shall have the right to require the Company to that Issuer repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof on the date of purchase plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):
(1) any “Change person” (as such term is used in Section 13(d) of Control Payment”the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Superior Energy or Issuer;
(2) individuals who on the Issue Date constituted the Board of Directors of Superior Energy together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of Superior Energy, as the case may be, was approved by a vote of majority of the directors of Superior Energy then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;
(3) the adoption of a plan relating to the liquidation or dissolution of either Issuer or Superior Energy;
(4) the merger or consolidation of Issuer or Superior Energy, as the case may be, with or into another Person or the merger of another Person with or into Issuer or Superior Energy, as the case may be, other than a transaction following which, in the case of a merger or consolidation transaction, securities that represented 100% of the Voting Stock of Issuer or Superior Energy, as the case may be, immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) constitute at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction; or
(5) the direct or indirect sale, assignment, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation). , in one or a series of related transactions, of all or substantially all the assets of Issuer or Superior Energy and their respective Subsidiaries taken as a whole, as the case may be (in each case, determined on a consolidated basis) to another Person.
(b) Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuer will mail a notice to each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee (the “Change of Control Offer”) stating:
(i1) that a Change of Control has occurred and that such holder Holder has the right to require the Company us to purchase such holderHolder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date of purchase (the “Change of Control Payment”) (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(iii3) the purchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”);
(iv4) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v5) that, unless the Company Issuer defaults in making 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;
(vi6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii7) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii) 8) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix. Issuer will comply with the requirements of Section 14(e) under the instructions, Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.10 hereof or this Section 5.144.14, that a Holder must follow in order Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.14 by virtue of such compliance.
(bc) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company Issuer will, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes (of $2,000 or larger integral multiples of $1,000 in excess 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 of Notes properly tendered, and ; and
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuer in accordance with this Section 4.14. The Paying Agent shall will promptly mail (but in any case not later than five days after the Purchase Date) to each Holder of Notes who so tendered Notes the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; any provided that each such new Note will be in a principal amount of $2,000 or an integral multiple multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after If the Change of Control Payment Date. Notes (Date is on or portions thereof) purchased pursuant after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to a the Change of Control Offer Payment Date will be cancelled and may not be reissuedpaid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.
(cd) The Company Issuer will not be required to make a Change of Control Offer upon following a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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. A Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. .
(e) The Company will comply, to the extent applicable, provisions described in this Section 4.14 may be waived or modified with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase written consent of the Notes as a result Holders 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 will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% majority in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateNotes.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless Control and the Company has previously or concurrently mailed does not exercise its option to redeem the Notes pursuant to Section 3.07 hereof, the Company will make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such each Holder’s 's Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controland Special Interest, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07if any, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchaseNotes repurchased, plus accrued and unpaid interest if any, to the date of purchase (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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 and Special Interest, if any, after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Section 14(e) 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 excess thereof; and
(ix) connection with the instructions, repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such conflict.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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 of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. In the event that at the time of the Change of Control the terms of any agreement governing Senior Debt of the Company or its Subsidiaries restrict or prohibit the repurchase of Notes (or portions thereof) purchased pursuant to this Section 4.15, then prior to the mailing of notice to Holders of Notes provided for above, but in any event within 60 days following a Change of Control Offer Control, the Company will be cancelled either (1) repay all outstanding Senior Debt or offer to repay all such Senior Debt and may not be reissuedrepay the Indebtedness of each lender who has accepted the offer or (2) 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.
(c) The 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 a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (National Waterworks Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to and Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interestinterest and Liquidated Damages, if any;
(v4) that, unless Regency Energy Partners Default in the Company defaults in making 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 and Liquidated Damages, if any, after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. Regency Energy Partners shall comply with all applicable requirements of $1,000 in excess thereof; and
(ix) Rule 14e-l under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eOffer is made.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) Regency Energy Partners purchases all of the Notes held by such holdersHolders, the Company Regency Energy Partners 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 101% of the Change aggregate principal amount of Control Payment Notes redeemed plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes that remain outstandingthereon to, to but excluding, the date of redemption, subject to the rights right of holders the Holders of Notes on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the applicable redemption dateRedemption Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently mailed will be required to make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail mail, or cause to be mailed, a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be a Business day no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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 on and after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Company will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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 will 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 will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The 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-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. A , or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datemade.
Appears in 1 contract
Samples: Indenture (Hillman Companies Inc)
Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 4.1, upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder 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 $2,000 500 or an integral multiple of $1,000 in excess thereof500) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s 's Notes at a purchase price in cash equal to 101% of the principal amount thereof on of the date of purchase, Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase repurchase (subject the "Change of Control Payment"). Within 10 days following any Change of Control, unless the Company has sent a redemption notice pursuant to Section 4.3 for all of the right Notes, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of holders Control and stating:
(1) that the Change of record on the relevant record date Control Offer is being made pursuant to receive interest due on the relevant interest payment date)this Section 3.9 and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the purchase date, which date (which shall be no earlier than 30 days nor and no later than 60 days from after the date on which such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its election his exxxxxxn to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 500 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a date result of a Change in Control. To the extent that is at least 30 but no more than 60 days from the date on which provisions of any securities laws or regulations conflict with the provisions of Section 4.8 or this Section 3.9, the Company mails notice will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.8, or this Section 3.9 by virtue of such conflict.
(c) On the Change of Control (the “Change of Control Payment Date”), the Company willshall, 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 of Notes properly tendered, and ; 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 will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a minimum aggregate principal amount of $2,000 500 or an integral multiple thereof. If the Change of $1,000 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, will be paid to the Holder in excess thereofwhose name a note is registered at the close of business on such record date, and no additional interest will be payable to the holders who tender pursuant to the Change of Control Offer. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(ce) The Notwithstanding anything to the contrary in this Section 3.9, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 3.9 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (Covanta Energy Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will commence, within the time frame set forth in the last paragraph of Section 4.15(b) hereof, an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s 's Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment datedate (the "Change of Control Payment"). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 hereof or this Indenture Section 4.15 by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datecompliance.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuer shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such each Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Additional Amounts, if any, and Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment dateRegular Interest Payment Date (the “Change of Control Payment”). Within ten Business Days following any Change of Control, the Issuer shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Issuer defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the 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 for purchase, and a statement that such Holder is withdrawing its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, Issuer shall comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder and stock exchange rules to the extent those laws, regulations and rules are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.of
Appears in 1 contract
Samples: Indenture (Inmarsat Launch CO LTD)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuers will mail send a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults Issuers Default in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Issuers will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company Issuers will, 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 of Notes properly tendered, and ; 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 shall will 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, it will make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, promptly authenticate 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, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company 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. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e(2) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a any Change of Control. To , Holy Energy Partners 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 extent that the provisions Change of any securities laws or regulations conflict Control Payment and has purchased all Notes properly tendered in accordance with the provisions terms of this Indenturethe Alternate Offer, the Company will comply with or (3) `notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable securities laws and regulations and shall not be deemed redemption price.
(d) With respect to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the Notes, in the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company Xxxxx Energy Partners (or any the third party making such the Change of Control Offer in lieu of the Company or Alternate Offer as described provided above) purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company Issuers will have the right, upon not less than 30 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, redemption (subject to the rights right of holders Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateRedemption Date).
Appears in 1 contract
Samples: Indenture (Holly Energy Partners Lp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s 's Notes pursuant to the offer described below at (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a purchase price change of control payment in cash equal to 101% of the aggregate Accreted Value of the Notes on the date of purchase (if such date of purchase is prior to November 1, 2004) or 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (if such date of purchase is on or after November 1, 2004) (in either case, the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will shall mail a notice to each Holder with a copy to stating: (1) that the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase tendered will be accepted for payment; (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
; (iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrete or accrue interest;
; (v4) that, unless the Company defaults in making the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date;
; (vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
; (vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;
; and (viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 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 excess thereof; and
(ix) connection with the instructions, repurchase of the Notes as determined by a result of a Change of Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (provisions 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 the Change of Control provisions of this Indenture by virtue of such conflict. On the Change of Control Payment Date”), the Company willshall, 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 Accreted Value (if such date of purchase is prior to November 1, 2004) or the aggregate principal amount of the Notes (if such date or purchase is on or after November 1, 2004) 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 will, upon receipt of an Authentication Order, shall promptly authenticate 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 that each such new Note will shall be in a principal amount of $2,000 1,000 or an integral multiple thereof. Prior to complying with any of $1,000 the provisions of this Section 4.15, but in excess thereofany 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. 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. Notes (or portions thereof) purchased pursuant The provisions described above that require the Company to make a Change of Control Offer will following a Change of Control shall be cancelled and may not be reissued.
(c) applicable regardless of whether any other provisions of this Indenture are applicable. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (Unwired Telecom Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers shall make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 's Notes pursuant to at an offer price (the offer described below at a purchase price "Change of Control Payment") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, and Additional Interest, if any, to the date of purchase (the “"Change of Control Payment”Payment Date"), subject to the rights of Holders on a record date occurring prior to the Change of Control Payment Date to receive interest on an interest payment date occurring after such Change of Control Payment Date. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will Issuers shall mail a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i) that a the Change of Control has occurred Offer is being made pursuant to this Section 5.09 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered shall be accepted for payment;
(ii) the circumstances purchase price and relevant facts regarding such the Change of Control;
(iii) the purchase date (Control Payment Date, which shall be no earlier later than 30 days nor later than 60 business days from the date such notice is mailed);
(iviii) that any Notes Note not tendered or accepted for payment shall continue to accrue interest;
(viv) that, unless the Company defaults Issuers default in making 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;
(viv) that Holders 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 Paying Agent or Depositary, as applicable, 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, subject to the Applicable Procedures;
(viivi) that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, paying agent receives, not later than the close of business on the third Business Day 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viiivii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Issuers will comply with the requirements of $1,000 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 the purchase of the Notes in excess thereof; and
(ix) an Change of Control Offer. To the instructions, as determined by extent that the Company, consistent provisions of any securities laws or regulations conflict with the provisions of this Section 5.145.09, that a Holder must follow in order the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have committed a breach of its Notes purchasedobligations under this Section 5.09 by virtue of such conflict.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willIssuers 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 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 CompanyIssuers. The Paying Agent paying agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, shall promptly authenticate (upon an Issuer Order) 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 that each such new Note will shall be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The Company will Notwithstanding anything to the contrary in this Section 5.09, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes an offer to purchase the Change of Control Offer Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 5.09 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: First Supplemental Indenture (Plains All American Pipeline Lp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Issuers will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuers will mail send a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults Issuers Default in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Issuers will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company Issuers will, 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 of Notes properly tendered, and ; 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 shall will 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, it will make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company 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. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
(d) With respect to the extent applicableNotes, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Notes accept tender and do not withdraw such Notes in a Change of Control Offer and the Company Xxxxx Energy Partners (or any the third party making such the Change of Control Offer in lieu of the Company as described provided above) purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company Issuers will have the right, upon not less than 30 15 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 101% of the Change aggregate principal amount of Control Payment such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date of redemption, redemption (subject to the rights right of holders Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateRedemption Date).
Appears in 1 contract
Samples: Indenture (Holly Energy Partners Lp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, 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 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail deliver (including by electronic means) a notice to each Holder Holder, with a copy to the Trustee (Trustee, describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.14 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is maileddelivered (including by electronic means) (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSections 3.09 or 4.14 hereof, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Sections 3.09 or 4.14 hereof by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver (including by electronic means) (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and unpaid interestthe Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.14, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.09 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the an offer described below (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes to be repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes to be repurchased to, but excluding, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders of Notes electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall of Notes will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders of Notes whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have will, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. If, at 11:00 a.m. New York time on the Change of Control Payment Date, the Paying Agent holds money sufficient to pay the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and unpaid interestnot validly withdrawn, then at the close of business on the Change of Control Payment Date, such Notes will cease to be outstanding and interest on the Notes will cease to accrue. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, except that with respect to Notes registered in the name of a clearing agency (or its nominee), the Paying Agent shall distribute the Change of Control Payment by wire transfer in immediately available funds to the account designated by such clearing agency (or nominee), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.15, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) the Parent or a third party makes the Change of Control Offer in the manner, subject 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. For the avoidance of doubt, the Company’s failure to make a Change of Control Offer would constitute a Default under clause (4) of Section 6.01 hereof and not clause (2).
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, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral inte- gral multiple of $1,000 in excess thereof1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date)date that is prior to the date of repurchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 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 excess thereof; and
(ix) connection with the instructionsrepurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, as determined by the Company, consistent Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 5.14, that a Holder must follow in order to have its Notes purchased4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. Unless the Company defaults on the Change of Control Payment, any Note accepted for payment will cease to accrue interest on or after the Change of Control Payment Date. 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. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The 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-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Samples: Indenture (Tekni Plex Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder shall will have the right to require the Company Issuers to jointly repurchase all or any part of that Holder’s Notes as Units (if prior to a Separation Event, equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to this Section 4.15 (a “Change of Control Offer”). Any such repurchase of the Notes shall include the U.S. Notes and the Canadian Notes on a pro rata basis based on the aggregate principal amount of the Notes outstanding at the time of repurchase. In the Change of Control Offer, the Issuers will jointly offer described below at the Holders a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased as Units, plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within fifteen (15) days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults Issuers default in making the payment of the Change of Control Payment, all any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 a beneficial interest in the Notes by book-entry transfer, to the Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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, the serial number for Notes held in definitive form and a statement that such Holder is withdrawing its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion portion, if prior to a Separation Event, must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Issuers will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willIssuers will jointly, to the extent lawful, :
(i1) accept for payment all Notes or portions thereof of Notes properly tendered as Units 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 as Units; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate of each Issuer stating the aggregate principal amount of Notes or portions thereof of Notes as Units being purchased by the Company. Issuers.
(c) The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Issuers will jointly publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(cd) The Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.01(a) through 3.01(c) hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datemade.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 4.1, upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder 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 $2,000 500 or an integral multiple of $1,000 in excess thereof500) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s 's Notes at a purchase price in cash equal to 101% of the principal amount thereof on of the date of purchase, Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase repurchase (subject the "Change of Control Payment"). Within 10 days following any Change of Control, unless the Company has sent a redemption notice pursuant to Section 4.3 for all of the right Notes, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of holders Control and stating:
(1) that the Change of record on the relevant record date Control Offer is being made pursuant to receive interest due on the relevant interest payment date)this Section 3.9 and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the purchase date, which date (which shall be no earlier than 30 days nor and no later than 60 days from after the date on which such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; xxx
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 500 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a date result of a Change in Control. To the extent that is at least 30 but no more than 60 days from the date on which provisions of any securities laws or regulations conflict with the provisions of Section 4.8 or this Section 3.9, the Company mails notice will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.8, or this Section 3.9 by virtue of such conflict.
(c) On the Change of Control (the “Change of Control Payment Date”), the Company willshall, 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 of Notes properly tendered, and ; 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 will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a minimum aggregate principal amount of $2,000 500 or an integral multiple thereof. If the Change of $1,000 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, will be paid to the Holder in excess thereofwhose name a note is registered at the close of business on such record date, and no additional interest will be payable to the holders who tender pursuant to the Change of Control Offer. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(ce) The Notwithstanding anything to the contrary in this Section 3.9, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 3.9 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (Covanta Energy Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101100% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail send a notice to each Holder Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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;
(2) the purchase price and the expiration date of the Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii) the purchase date (which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed)sent;
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telexelectronic image scan, 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to a minimum amount of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its compliance with such securities laws or regulations. In compliance.
(b) Promptly following the event that holders of not less than 90% in aggregate principal amount expiration of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersOffer, the Company will have will, to the rightextent lawful, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described aboveOffer. Promptly after such acceptance, to redeem all the Company will, on the Change of Control Payment Date:
(1) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and unpaid interestthe Company will promptly issue a new Note, and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee, upon the written request of the Company, 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, on . The Company will announce to the Holders of the Notes that remain outstanding, 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 date contrary in this Section 4.15, the Company will not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the time 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, (2) notice of redemption of all outstanding Notes has been given pursuant to the rights Section 3.03 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice, or (3) in connection with or in contemplation of any Change of Control, the Company 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 in accordance with the terms of the Alternate Offer.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate 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 or Alternate Offer is made. The closing date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control.
Appears in 1 contract
Samples: Indenture (HighPeak Energy, Inc.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall will have the right to require the Company Issuer to repurchase (a “Change of Control Offer”) all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest to interest, if any, 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 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Issuer will mail send a notice to the Trustee and to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% Change of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)Control Offer will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Issuer defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued$2,000.
(cb) The Company Issuer 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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.14, the Company Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.14 by virtue of its such compliance.
(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date.
(d) Notwithstanding anything to the contrary in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon 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, and such Change of Control Offer is otherwise made in compliance with such securities laws this Section 4.14.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or regulations. In (2) notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the event applicable redemption price.
(f) The provisions described above that holders require the Issuer 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.
(g) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept validly tender and do not withdraw such Notes in a Change of Control Offer and the Company (Issuer, or any third party making such a Change of Control Offer in lieu of the Company Issuer as described in Section 4.14 (e) above) , purchases all of the Notes held validly tendered and not withdrawn by such holders, the Company Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the such purchase pursuant to the Change of Control Offer described abovein this Section 4.14, to redeem all of the 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 plus Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (WESTMORELAND COAL Co)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has previously or concurrently mailed Issuer will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to a minimum amount of $2,000 or an 200,000 and integral multiple multiples of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control PaymentPayment Date”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date). No later than 30 days following any Change of Control, the Issuer will mail a notice to the Trustee and Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment;
(ii2) the circumstances and relevant facts regarding such Change of Control;
(iii) Control Payment and the purchase date (Change of Control Payment Date, which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed);
(iv3) that any Notes Note not properly tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Issuer defaults in making 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 on and after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 Issuer may reasonably request, to the Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than prior to the close of business on the 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 for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Issuer will comply with the instructionsrequirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those requirements, laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change of Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from or before the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willIssuer 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, Notes properly tendered and not withdrawn; and
(iii3) deliver or cause to be delivered to the Trustee and Paying Agent 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. Issuer.
(c) The Paying Agent shall promptly mail to each Holder of Notes so properly tendered and not withdrawn 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 will, upon receipt of an Authentication Order, will promptly authenticate 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 will be in a principal amount of $2,000 200,000 or an integral multiple of $1,000 in excess thereof. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(cd) The Company Notwithstanding anything to the contrary in this Section 4.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A , 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.
(e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datemade.
Appears in 1 contract
Samples: Indenture (Pacific Drilling S.A.)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07Control occurs, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holderthat Xxxxxx’s Notes pursuant to a Change of Control Offer on the terms set forth herein. In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer described below at a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). No earlier than ten and no later than 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred surrendered. In order for a Holder of Notes whose Notes are represented by book-entry transfer), which unpurchased portion must be equal XXXx to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) exercise its right to require the instructions, as determined by the Company, consistent with Company to repurchase such Holder’s Notes pursuant to this Section 5.144.15, that a such Holder must follow voluntarily separate its XXXx representing such Notes. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in order connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under Section 3.09 hereof or this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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 will 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 will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant Notwithstanding anything to a Change of Control Offer will be cancelled and may not be reissued.
(c) The 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-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and Section 3.09 hereof and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Samples: Indenture (Polaner Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to and Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interestinterest and Liquidated Damages, if any;
(v4) that, unless Regency Energy Partners Default in the Company defaults in making 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 and Liquidated Damages, if any, after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. Regency Energy Partners shall comply with the requirements of $1,000 in excess thereof; and
(ix) Rule 14e-1 under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has previously or concurrently mailed shall make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes pursuant to the offer described below at a purchase price price, in cash cash, equal to 101% of the Accreted Value of the Notes repurchased prior to the Full Accretion Date and 101% of the aggregate principal amount thereofat maturity of the Notes repurchased after the Full Accretion Date, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controlthereon, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07if any, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "Change of Control Payment"). Within 30 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 covenant and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrete or accrue interest;
(v4) that, unless the Company defaults in making the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof; and
(ix) . On the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willshall, to the extent lawful, ,
(i1) accept for payment all Notes or portions thereof of the 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 of the Notes so tendered, and ; 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 at maturity 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 purchase price for the Notes (the "Change of Control Payment for such NotesPayment"), and the Trustee will, upon receipt of an Authentication Order, shall promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided provided, that each such new Note will shall be in a principal amount at maturity of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a The Change of Control Offer will provisions described above shall be cancelled applicable whether or not any other provisions of the Indentures are applicable. The Company shall comply with the requirements of Section 14(e) of the Exchange Act and may 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 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be reissued.
(c) deemed to have breached its obligations under this Section 4.15 by virtue of the compliance. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Indentures applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, provisions under this Indentures relating to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the Company's obligation to make an offer to repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws Control may be waived or regulations conflict modified with the provisions written consent of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue Holders of its compliance with such securities laws or regulations. In the event that holders of not less than 90% a at least a majority in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all at maturity of the Notes held by such holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest, if any, on the Notes that remain then outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl after the Merger, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect "CHANGE OF CONTROL OFFER") to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s 's Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment datedate (the "CHANGE OF CONTROL PAYMENT"). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "CHANGE OF CONTROL PAYMENT DATE");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and 59 regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datecompliance.
Appears in 1 contract
Samples: Indenture (Ipcs Inc)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder of Notes shall have the right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1.00 or an integral multiple of $1,000 1.00 in excess thereofof $1.00) of such each Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof the Notes repurchased, plus accrued and unpaid interest on the Notes, if any, to but excluding the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date specified in the notice (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously shall mail (or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail deliver electronically) a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.06 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the purchase date, which date (which shall will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed or delivered electronically (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders 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 Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a telegram, telex, email, 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1.00 in principal amount or an integral multiple of $1,000 1.00 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof1.00. 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. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, shall comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.06, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture Section 4.06 by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have shall, to the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent shall promptly mail or deliver electronically to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and unpaid interestthe Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, ; provided that each new Note shall be in a principal amount of $1.00 or an integral multiple of $1.00 in excess of $1.00. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, Change of Control Payment Date.
(c) Notwithstanding anything to the date contrary in this Section 4.06, the Company shall not be required to make a Change of redemptionControl Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, subject at the times and otherwise in compliance with the requirements set forth in this Section 4.06 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 the rights Section 3.07 hereof, unless and until there is a default in payment of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. A Change of Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs with respect to the Notes, unless unless, prior to, or con- currently with, the Company has time the Issuers are required to make a Change of Control Offer (as defined below), the Issuers have previously or concurrently mailed or transmitted electronically a redemption notice with respect to all of the outstanding Notes as provided by described under Section 3.073.07 or Section 12.01, each Holder shall have the right Issuers will make an offer to require purchase all of the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereofthereof (or such higher amount as the Issuers may determine (such Change of Control Offer at a higher amount, an “Alternative Offer”)) plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase (purchase, subject to the “right of Holders of the Notes of record on the relevant Record Date to re- ceive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Pay- ment Date. Within 30 days following any Change of Control, unless the Company has previously Issuers will send written notice of such Change of Control Offer electronically or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07first-class mail, the Company will mail a notice to each Holder with a copy to the Trustee (Trustee, sent in the “Change same manner, to each Holder to the address of Control Offer”) statingsuch Holder appearing in the security register or otherwise in accordance with the procedures of the Depositary, with the following information:
(i1) that a Change of Control has occurred Offer is being made pursuant to this Section 4.14, de- scribing the transaction or transactions that constitute the Change of Control, and that all Notes properly tendered pursuant to such holder has Change of Control Offer will be accepted for payment by the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)Issuers;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall will be no earlier than 30 days 20 Busi- ness Days nor later than 60 days from the date such notice is mailedtransmitted electronically or mailed (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(iv3) that any Notes Note not properly tendered or accepted for payment shall will remain outstanding and continue to accrue ac- crue interest;
(v4) that, that unless the Company defaults Issuers default in making 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 inter- est on the Change of Control Payment Date;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Con- trol Offer shall will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the Notes completedpro- cedures of the Depositary, to the Paying Agent or Depositary, as applicable, paying agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) until the close of business on the tenth Business Day after the Change of Control Offer is commenced (or such later time and date as the Issuers decide in their sole discretion) (such time and date, the “withdrawal deadline”), that Holders shall will be entitled to withdraw their tendered Notes and their election if to require the Paying Agent or Depositary, as applicable, Issuers to purchase such Notes; provided that the paying agent receives, not later than the close withdrawal deadline of business on the third 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 the Notes delivered tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased and any other information as may be required by the Notes purchased, subject to paying agent or otherwise in accordance with the Applicable Proceduresprocedures of the Depositary;
(viii7) that Holders whose if less than all of such Holder’s Notes are being purchased only in part shall tendered for purchase, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the un- purchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to at least $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is sent) as any or all applica- ble conditions shall be satisfied, or that such purchase may not occur and such notice may be re- scinded in the event that the Company shall determine that the Change of Control will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so de- layed; and
(ix9) the other instructions, as determined by the CompanyIssuers, consistent with this Section 5.144.14, that a Holder must follow in order to have its Notes purchasedfollow.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company Issuers will, to the extent lawful, permitted by law,
(i1) accept for payment all Notes issued by them or portions thereof properly tendered ten- dered pursuant to the Change of Control Offer, ,
(ii2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Con- trol Payment in respect of all Notes or portions thereof so tendered, and and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes so accepted ac- cepted 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. Issuers.
(c) The Paying Agent shall promptly mail Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to each Holder the extent such laws or regulations are ap- plicable in connection with the repurchase of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and may regulations and shall not be reissueddeemed to have breached its obligations under this Section 4.14 by virtue thereof.
(cd) The Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.14 applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. A Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e.
(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept validly tender and do not validly withdraw such Notes in a Change of Control Offer and the Company (Company, or any third party making such a Change of Control Offer in lieu of the Company as described above) in Section 4.14(d), purchases all of the Notes held validly tendered and not validly withdrawn by such holdersHolders, the Company or such third party will have the right, upon not less than 30 10 nor more than 60 days’ prior notice, notice given not more than 30 days following the such purchase pursuant to the Change of Control Offer described abovein this Section 4.14, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to (the date of such purchase, the “Second Change of Control Payment Date”) at a price in cash equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, interest on the Notes that remain outstandingoutstanding to, to but excluding, the date Second Change of redemption, Control Payment Date (subject to the rights right of holders Holders of record on the relevant regular record date Record Date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the applicable redemption dateSecond Change of Control Payment Date).
(f) A Change of Control Offer (including, for the avoidance of doubt, an Alternative Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees so long as the tender of Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoid- ance of doubt, an Alternative Offer) may, subject to Applicable Law, increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the ag- gregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon.
(g) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 4.1, upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect "Change of Control Offer") to all of the outstanding Notes as provided by Section 3.07, each Holder 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 $2,000 500 or an integral multiple of $1,000 in excess thereof500) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s 's Notes at a purchase price in cash equal to 101% of the principal amount thereof on of the date of purchase, Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase repurchase (subject the "Change of Control Payment"). Within 10 days following any Change of Control, unless the Company has sent a redemption notice pursuant to Section 4.3 for all of the right Notes, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of holders Control and stating:
(1) that the Change of record on the relevant record date Control Offer is being made pursuant to receive interest due on the relevant interest payment date)this Section 3.9 and that all Notes tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase price and the purchase date, which date (which shall be no earlier than 30 days nor and no later than 60 days from after the date on which such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 500 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a date result of a Change in Control. To the extent that is at least 30 but no more than 60 days from the date on which provisions of any securities laws or regulations conflict with the provisions of Section 4.8 or this Section 3.9, the Company mails notice will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.8, or this Section 3.9 by virtue of such conflict.
(c) On the Change of Control (the “Change of Control Payment Date”), the Company willshall, 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 of Notes properly tendered, and ; 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 will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a minimum aggregate principal amount of $2,000 500 or an integral multiple thereof. If the Change of $1,000 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, will be paid to the Holder in excess thereofwhose name a note is registered at the close of business on such record date, and no additional interest will be payable to the holders who tender pursuant to the Change of Control Offer. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(ce) The Notwithstanding anything to the contrary in this Section 3.9, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with 45 the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 3.9 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date.
Appears in 1 contract
Samples: Indenture (Danielson Holding Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest and Additional Interest, 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 that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to and the Trustee (describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . The Company will comply with the instructions, requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as determined by a result of a Change in Control. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 by 10:00 a.m. Eastern Time 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 ; 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. .
(c) The Paying Agent shall will promptly mail deliver to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes .
(or portions thereofd) purchased pursuant The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable. Except as described in this Section 4.15 with respect to a Change of Control, this Indenture does not contain provisions that 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 transaction.
(ce) The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption for all of the Notes has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datemade.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 U.S.$2,000 or an integral multiple of $1,000 U.S.$1,000 in excess thereof) of such that Holder’s Notes pursuant to the an offer described below (a “Change of Control Offer”) to repurchase Notes in cash at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but not including, the date of purchase (the a “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date). Not later than 30 days after 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 stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered shall be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from after the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders 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 attached to the Notes completed, or transfer such Notes by book-entry transfer, to the Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its such Xxxxxx’s election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 U.S.$2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 U.S.$1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, shall comply with the requirements of Section 14(e) of, and Rule 14e-1 under, 14e-l under the Exchange Act and any other securities laws and regulations thereunder and the Canadian securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its compliance with such securities laws or regulations. In compliance.
(b) On the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such holdersPayment Date, the Company will have shall, to the right, upon extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered and not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase withdrawn pursuant to the Change of Control Offer described above, to redeem all of Offer;
(2) deposit with the Notes that remain outstanding following such purchase at a redemption price Paying Agent an amount equal to the Change of Control Payment plus accrued in respect of all Notes or portions of Notes properly tendered and unpaid interestnot withdrawn; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. If, at 11:00 a.m. New York time on the Change of Control Payment Date, the Paying Agent holds money sufficient to pay the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not validly withdrawn, then at the close of business on the Change of Control Payment Date, such Notes will cease to be outstanding and interest on such Notes will cease to accrue. 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 properly tendered the Change of Control Payment for such Notes, except that with respect to Notes registered in the name of a Clearing Agency (or its nominee), the Paying Agent will distribute the Change of Control Payment by wire transfer of immediately available funds to the account designated by the Clearing Agency (or such nominee), and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. 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, on 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 of all of the Notes that remain outstandinghas been given pursuant to Section 3.07 or 3.08 hereof, to the date unless and until there is a default in payment of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail a notice to the Trustee and each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Regency Energy Partners defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . Regency Energy Partners shall comply with all applicable requirements of Rule 14e-l under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eOffer is made.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) Regency Energy Partners purchases all of the Notes held by such holdersHolders, the Company Regency Energy Partners will have the right, upon not less than 30 15 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 Outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment Notes redeemed plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes that remain outstanding, to the date of redemption, subject to the rights right of holders the Holders of Notes on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the applicable redemption dateRedemption Date.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Regency Energy Partners LP)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest due on such interest payment date (the “Change of Control Payment”). Within 30 ten days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder (with a copy to the Trustee (Trustee) describing the “transaction or transactions that constitute the Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control offer. 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.
(c) On the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; 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. .
(d) The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(ce) The 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-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. A , 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.
(f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption datemade.
Appears in 1 contract
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, each Holder shall of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(i) that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date)date that is prior to the date of repurchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(1) 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 circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date");
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;; 57
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 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 excess thereof; and
(ix) connection with the instructionsrepurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, as determined by the Company, consistent Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 5.14, that a Holder must follow in order to have its Notes purchased4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company will, 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 of Notes properly tendered, and ; and
(iii3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate officers' certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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 that each such new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. Unless the Company defaults on the Change of Control Payment, any Note accepted for payment will cease to accrue interest on or after the Change of Control Payment Date. 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. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(c) The 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-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements or (2) notice of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described 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, redemption has been given not more than 30 days following the purchase pursuant to the Change Section 3.07 hereof, unless and until there is a default in payment 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 accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption dateprice.
Appears in 1 contract
Samples: Indenture (Puretec Corp)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed will make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to but excluding the date of purchase purchase, subject to the rights of Holders of Notes so called for repurchase on or after a record date for the payment of interest to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) the instructions, as determined by the Company, consistent with this Section 5.14, that a Holder must follow in order to have its Notes purchased.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company 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 . In connection with the Paying Agent an amount equal tender of any Notes with respect 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 will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and may not be reissued.
(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 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. A Change of Control Offer may be made in advance of a Change of Control, the tendering Holder of Notes shall provide good title to the Notes, free and conditioned upon clear of all liens and encumbrances, and shall represent and warrant that such Change Holder of Control occurringNotes is presenting good title, if a definitive agreement is in place for the Change free and clear of Control at the time of making the Change of Control Offerall Liens and encumbrances, and such other representations and warranties as are customary. The Company will comply, to the extent applicable, comply with the requirements of Section 14(e) of, and Rule 14e-1 under, under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this IndentureSection 4.15, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Indenture Section 4.15 by virtue of its such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. The Paying Agent will promptly mail or wire transfer (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each tendering Holder a new Note equal in principal amount to the unpurchased portion (if any) of the Note surrendered by such Holder. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) 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 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.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such securities laws or regulations. In Change of Control, if a definitive agreement is in place for the event that holders Change of Control at the time the Change of Control Offer is made.
(e) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept validly tender and do not withdraw such Notes in a Change of Control Offer and the Company (Company, or any third party other Person making such a Change of Control Offer in lieu of the Company as described above) pursuant to Section 4.15(e), purchases all of the Notes held validly tendered and not withdrawn by such holdersHolders, the Company will have the right, upon not less than 30 15 nor more than 60 30 days’ prior notice, given not more than 30 15 days following the such purchase pursuant to the Change of Control Offer described abovepursuant to Section 4.15, to redeem all of the 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 plus Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, interest to but excluding the date of redemption, redemption (subject to the rights right of holders of record on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date).
Appears in 1 contract
Samples: Indenture (Hecla Mining Co/De/)
Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed Regency Energy Partners shall make an offer (a redemption notice with respect “Change of Control Offer”) to all of the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest to on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company Regency Energy Partners will mail send a notice to the Trustee and each Holder with a copy to describing the Trustee (transaction or transactions that constitute the “Change of Control Offer”) and stating:
(i1) that a the Change of Control has occurred Offer is being made pursuant to this Section 4.15 and that such holder has the right to require the Company to purchase such holder’s all Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)tendered will be accepted for payment;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii2) the purchase date (price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”);
(iv3) that any Notes Note not tendered or accepted for payment shall will continue to accrue interest;
(v4) that, unless the Company Regency Energy Partners defaults in making 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;
(vi5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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 or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, subject to the Applicable Procedures;
(vii6) that Holders shall will be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the third 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 its his election to have the Notes purchased, subject to the Applicable Procedures;; and
(viii7) that Holders whose Notes are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) . Regency Energy Partners shall comply with all applicable requirements of Rule 14e-l under the instructions, as determined by Exchange Act and any other securities laws and regulations. To the Company, consistent extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.144.15, that a Holder must follow in order Regency Energy Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its Notes purchasedobligations under this Section 4.15 by virtue of such compliance.
(b) On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”), the Company willRegency Energy Partners 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 of Notes properly tendered, and ; 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 shall promptly mail to each Holder of Notes so properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, will promptly authenticate 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; provided, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Regency Energy Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notes (or portions thereof) purchased pursuant The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be cancelled and may applicable whether or not be reissuedany other provisions of this Indenture are applicable.
(c) The Company Notwithstanding anything to the contrary in this Section 4.15, Regency Energy Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(eOffer is made.
(d) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. In the event that holders Holders of not less than 90% in of the aggregate principal amount of the then outstanding Outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) Regency Energy Partners purchases all of the Notes held by such holdersHolders, the Company Regency Energy Partners will have the right, upon not less than 30 15 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 Outstanding following such purchase at a redemption price equal to 101% of the Change aggregate principal amount of Control Payment Notes redeemed plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes that remain outstanding, to the date of redemption, subject to the rights right of holders the Holders of Notes on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the applicable redemption dateRedemption Date.
Appears in 1 contract
Samples: First Supplemental Indenture (Regency Energy Partners LP)
