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Common use of Offers to Repurchase by Application of Excess Proceeds Clause in Contracts

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 7 contracts

Samples: Indenture (Freescale Semiconductor, Ltd.), Indenture (NXP Semiconductors N.V.), First Supplemental Indenture (Freescale Semiconductor, Ltd.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 4.11 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaidor deliver electronically if the Notes are held at DTC, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 4.11 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased (a) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 4.11 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 5 contracts

Samples: Indenture (Entercom Communications Corp), Indenture (Entercom Communications Corp), Indenture (CBS Radio Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.11, the Issuer shall be is required or opts to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required by the terms of other Pari Passu Indebtedness), all holders of other Pari Passu Indebtedness. The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.11 (the “Asset Sale Offer Amount”), or, or if less than the Asset Sale Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments on the Notes are made. (c) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up interest to but excluding the Asset Sale Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender whose Notes shall be tendered pursuant to the such Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, deliver a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, to the extent required by the terms of the outstanding Pari Passu Indebtedness, all holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.11 and the length of time the Asset Sale Offer shall remain open; (ii2) the Asset Sale Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Sale Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 (with respect to the Notes) (although no Note of $2,000 in excess thereofprincipal amount or less will be purchased in part); (vi6) that Holders electing to have a Note purchased pursuant to any an Asset Sale Offer shall be required to (i) surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the Issuer, the Depositary, if appointed by the Issuerapplicable, or a the Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase DateDate or comply with applicable procedures of DTC for such tender; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Sale Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchasedpurchased or the Holder complies with the applicable procedures of DTC for such withdrawal; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Sale Offer Amount, then the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate, and the Issuer shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations and Pari Passu Indebtedness, although no Note having a principal amount of $2,000 or whole multiples of $1,000 (with respect to Notes) shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (e) On or before the Asset Sale Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, by lot or on a pro rata basis or by such other method as described in clause (d)(viii) of this Section 3.09the Trustee shall deem to be fair and appropriate, as applicable, the Asset Sale Offer Amount of Notes or portions thereof (and, if applicable, Pari Passu Indebtedness or portions thereof) validly tendered and not validly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount of Notes (and Pari Passu Indebtedness, as applicable) has been tenderedvalidly tendered and not validly withdrawn, all Notes so tendered and (2) deliver not validly withdrawn, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Issuer shall deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09 and, in the case of Pari Passu Indebtedness, shall comply with the applicable procedures in the indenture or other agreement governing such Pari Passu Indebtedness. (f) The IssuerIssuer shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Sale Offer Period, mail or deliver to the Paying AgentAgent to remit to each tendering Holder or to the holder or lender of Pari Passu Indebtedness, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered withdrawn by such Holder or such holder or lender, as the case may be, and accepted by the Issuer for purchase, and and, if less than all of the Notes tendered are purchased pursuant to the Asset Sale Offer, the Issuer shall promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is shall be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.11, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words3.06, as applicable.

Appears in 5 contracts

Samples: Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other pari passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are mademade in accordance with Section 4.01 hereof. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationspari passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not properly tendered or accepted for payment will remain outstanding and shall continue to accrue interestinterest in accordance with the terms hereof; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after on the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositarytender agent for such Asset Sale Offer, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice prior to the close of business at least two three Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary tender agent for such Asset Sale Offer or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other pari passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the applicable Person (but not the Trustee) shall select such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other pari passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Trustee, so that only no Notes in denominations of $2,000 or whole multiples of $1,000 less than €100,000 are purchased in excess thereof are purchasedpart); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased (to the extent that such unpurchased portion is equal to €100,000 in principal amount or an integral multiple of €1,000 in excess thereof) portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes promptly tendered and not withdrawn and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of such Notes or portions thereof so tenderedaccepted for payment by the Company in accordance with this Section 3.09. (f) The IssuerCompany, the Depositary tender agent for such Asset Sale Offer or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered and not withdrawn by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; to the extent that each such new Note is in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer on on, or as soon as practicable after after, the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 5 contracts

Samples: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Company shall be required to commence an Asset Sale Offer, it the Company shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall send, by first-class mail, postage prepaidmail or electronic delivery, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Company shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall be deemed to have not breached their obligations under this Section 4.10 by virtue of such compliance. (f) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (fg) The IssuerCompany, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.07(e).

Appears in 4 contracts

Samples: Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Company or any Restricted Subsidiary shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company or such Restricted Subsidiary, as the case may be, shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company or such Restricted Subsidiary, as the case may be, shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly (so long as any Note remaining outstanding has a minimum denomination of $2,000); (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are purchasedthereof, shall be purchased and any Note remaining outstanding has a minimum denomination of $2,000); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 4 contracts

Samples: Indenture (Avago Technologies LTD), Indenture (Avago Technologies LTD), Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, transmit a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Uniti Group Inc.), Indenture (Communications Sales & Leasing, Inc.), Indenture (CBS Outdoor Americas Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, send a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. A.M. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (NXP Semiconductors N.V.), Indenture (Freescale Semiconductor, Ltd.), First Supplemental Indenture (Freescale Semiconductor, Ltd.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or the Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Issuer will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedtendered and not validly withdrawn. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Michaels Companies, Inc.), Indenture (Michaels Companies, Inc.), Indenture (PQ Group Holdings Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or the Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall Trustee, in accordance with the Applicable Procedures, will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Company will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedtendered and not validly withdrawn. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Vine Energy Inc.), Indenture (Vine Energy Inc.), Indenture (Vine Resources Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In The Issuer shall follow the event that, procedures specified in clauses (b) through (f) of this Section 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Priority Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Priority Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, send a notice to each of the Holders, with a copy to the TrusteeTrustee and the Registrar, or otherwise in accordance with the procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum principal amounts of $2,000 or whole and integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Priority Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Registrar shall select the Notes and such other Indebtedness constituting First Priority Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Priority Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only Notes in denominations of $2,000 or whole integral multiples of $1,000 in excess thereof are purchased)1,000; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the TrusteeAuthentication Agent, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee Authentication Agent to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. Any Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (iHeartCommunications, Inc.), Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.16 (the “Asset Disposition Offer Amount”), or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments on the Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix3) the procedures, determined by the Company, consistent with this Indenture that Holders whose a Holder must follow in order to have its Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes tendered and (2) deliver Pari Passu Indebtedness so tendered, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company shall deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Certificate directing the Trustee to cancel the applicable Notes and stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (f) The IssuerPaying Agent shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Disposition Offer Period, mail (or otherwise deliver in accordance with the Paying Agent, as applicable procedures of the case may be, shall promptly mail or deliver Depositary) to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly tendered withdrawn by such Holder and accepted by the Issuer Company for purchase, and if less than all of the Issuer shall Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall will authenticate and mail (or otherwise deliver in accordance with the applicable procedures of Depositary) (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; 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. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior The Company shall comply, to 11:00 a.m. (New York City time) on the Purchase Dateextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer Company shall deposit comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price have breached its obligations under this Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. conflict. (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 3 contracts

Samples: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Communications Sales & Leasing, Inc.), Indenture (Communications Sales & Leasing, Inc.), Indenture (CBS Outdoor Americas Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.11, the Issuer shall be is required or opts to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required by the terms of Pari Passu Indebtedness), all holders of Pari Passu Indebtedness. The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.11 (the “Asset Sale Offer Amount”), or, or if less than the Asset Sale Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments on the Notes are made. (c) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up interest to but excluding the Asset Sale Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender whose Notes shall be tendered pursuant to the such Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, deliver a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, to the extent required by the terms of the outstanding Pari Passu Indebtedness, all holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.11 and the length of time the Asset Sale Offer shall remain open; (ii2) the Asset Sale Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Sale Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 (with respect to the Notes) (although no Note of $2,000 in excess thereofprincipal amount or less will be purchased in part); (vi6) that Holders electing to have a Note purchased pursuant to any an Asset Sale Offer shall be required to (i) surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the Issuer, the Depositary, if appointed by the Issuerapplicable, or a the Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase DateDate or comply with applicable procedures of the Depositary for such tender; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Sale Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchasedpurchased or the Holder complies with the applicable procedures of DTC for such withdrawal; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Sale Offer Amount, then the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate, and the Issuer shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations and Pari Passu Indebtedness, although no Note having a principal amount of $2,000 or whole multiples of $1,000 (with respect to Notes) shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (e) On or before the Asset Sale Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, by lot or on a pro rata basis or by such other method as described in clause (d)(viii) of this Section 3.09the Trustee shall deem to be fair and appropriate, as applicable, the Asset Sale Offer Amount of Notes or portions thereof (and, if applicable, Pari Passu Indebtedness or portions thereof) validly tendered and not validly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount of Notes (and Pari Passu Indebtedness, as applicable) has been tenderedvalidly tendered and not validly withdrawn, all Notes so tendered and (2) deliver not validly withdrawn, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Issuer shall deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09 and, in the case of Pari Passu Indebtedness, shall comply with the applicable procedures in the indenture or other agreement governing such Pari Passu Indebtedness. (f) The IssuerIssuer shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Sale Offer Period, mail or deliver to the Paying AgentAgent to remit to each tendering Holder or to the holder or lender of Pari Passu Indebtedness, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered withdrawn by such Holder or such holder or lender, as the case may be, and accepted by the Issuer for purchase, and and, if less than all of the Notes tendered are purchased pursuant to the Asset Sale Offer, the Issuer shall promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is shall be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.11, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of in accordance with Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words3.06, as applicable.

Appears in 3 contracts

Samples: Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall will apply all Excess Proceeds (in excess of the “Offer Amount”) Asset Sale Threshold Amount to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if or as otherwise provided in Section 4.10(b), as applicable) required to be purchased pursuant to Section 4.10 (the “Asset Sale Offer Amount”), or, if less than the Asset Sale Offer Amount of Notes has been so validly tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. (c) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, will mail (or otherwise communicate in accordance with the procedures of DTC) a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Asset Sale Offer Amount, the purchase price price, the amount of any accrued and unpaid interest to the Asset Sale Purchase Date, and the Asset Sale Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 or whole and larger integral multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two three Business Days before the Asset Sale Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than one Business Day prior to the expiration of the Asset Sale Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the Holders thereof and other Pari Passu Indebtedness surrendered by holders thereof or lenders, collectively, exceeds the Offer amount of Excess Proceeds in excess of the Asset Sale Threshold Amount, the Issuer shall repurchase the Notes and the Pari Passu Indebtedness on a pro rata basis unless otherwise required by law, and the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole and larger integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. (e) On or before the Asset Sale Purchase Date, the Issuer shallwill, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Asset Sale Offer Amount of Notes and Pari Passu Indebtedness or portions thereof so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes tendered and (2) deliver or cause to be delivered to Pari Passu Indebtedness so tendered, in each case in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that if, following repurchase of a portion of a Note, the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate remaining principal amount of Notes or portions thereof such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so tenderedrepurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. (f) The Issuer, the Depositary Issuer or the Paying Agent, as the case may be, shall promptly will promptly, but in any case not later than five Business Days after termination of the Asset Sale Offer Period, mail or deliver to each tendering Holder of the Notes, an amount equal to the purchase price of the Notes so validly tendered and not properly tendered withdrawn by such Holder Holder, and accepted by the Issuer for purchase, and the Issuer shall will promptly issue a new Note, and the Trustee, upon receipt of an Authentication OrderOrder from the Issuer, shall will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any the unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; 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. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce comply, to the results extent applicable, with the requirements of Rule 14e-1 under the Asset Sale Offer on Exchange Act and any other securities laws or as soon as practicable after regulations in connection with the Purchase Date. (g) Prior repurchase of Notes pursuant to 11:00 a.m. (New York City time) on this Section 3.08. To the Purchase Dateextent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.08, the Issuer shall deposit will comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and will not be deemed to pay the purchase price have breached its obligations under this Section 3.08 by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemedconflict. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 3 contracts

Samples: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes andand if required by the terms of any Pari Passu Indebtedness, if required, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, basis if applicable), or, or if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment Payments for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaidelectronic transmission or otherwise in accordance with the procedures of the Depositary, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Senior Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, holders of any other Indebtedness constituting First Lien ObligationsSenior Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations integral multiples of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Senior Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Senior Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Senior Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Aramark), Indenture (Aramark), Indenture (Aramark)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaidmail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so applicable procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (FTAI Aviation Ltd.), Indenture (FTAI Aviation Ltd.), Indenture (FTAI Aviation Ltd.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 3 contracts

Samples: Indenture (Summit Materials, LLC), Indenture (Summit Materials, LLC), Indenture (Summit Materials, LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes of each series and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes of each series and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission transmission, letter or letter other communication in accordance with Applicable Procedures setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new NoteNote of a series, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note of such series surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the tenth Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no only an Officer’s Certificate and not an Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 3.6 and Section 3.07(e) and (f) hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Change Healthcare Inc.), Indenture (Change Healthcare Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.Pari Passu

Appears in 2 contracts

Samples: Indenture, Indenture

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the The Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified belowin clauses (b) through (f) of this Section 3.09 for any 2017 A Notes Purchase Offer commenced pursuant to Section 3.08(b) hereof. (b) The Asset Sale A 2017 A Notes Purchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all the pro rata portion of Excess Proceeds taking into account all 2017 B Notes and other Pari Passu Indebtedness subject to the applicable redemption (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable)2017 A Notes, or, if less than the Offer Amount has been tendered, all 2017 A Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale 2017 A Notes Purchase Offer. Payment for any 2017 A Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a 2017 A Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender 2017 A Notes pursuant to the Asset Sale 2017 A Notes Purchase Offer. (d) Upon the commencement of an Asset Sale a 2017 A Notes Purchase Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and the Registrar, or otherwise in accordance with the procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender 2017 A Notes pursuant to the Asset Sale 2017 A Notes Purchase Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale 2017 A Notes Purchase Offer, shall state: (i) that the Asset Sale 2017 A Notes Purchase Offer is being made pursuant to this Section 3.09 and Section 4.10 3.08(b) hereof and the length of time the Asset Sale 2017 A Notes Purchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any 2017 A Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any 2017 A Note accepted for payment pursuant to the Asset Sale 2017 A Notes Purchase Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a 2017 A Note purchased pursuant to an Asset Sale a 2017 A Notes Purchase Offer may elect to have 2017 A Notes purchased in denominations minimum principal amounts of $2,000 or whole and integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a 2017 A Note purchased pursuant to any Asset Sale 2017 A Notes Purchase Offer shall be required to surrender the 2017 A Note, with the form entitled “Option of Holder to Elect Purchase” attached to the 2017 A Note completed, or transfer such 2017 A Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 2017 A Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such 2017 A Note purchased; (viii) that, if the aggregate principal amount of 2017 A Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Registrar shall select the 2017 A Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the 2017 A Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only 2017 A Notes in denominations of $2,000 or whole integral multiples of $1,000 in excess thereof are shall be purchased); and (ix) that Holders whose 2017 A Notes were purchased only in part shall be issued new 2017 A Notes equal in principal amount to the unpurchased portion of the 2017 A Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of 2017 A Notes or portions thereof validly tendered pursuant to the Asset Sale 2017 A Notes Purchase Offer, or if less than the Offer Amount has been tendered, all 2017 A Notes tendered and (2) deliver or cause to be delivered to the Trustee the 2017 A Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of 2017 A Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the 2017 A Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new 2017 A Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new 2017 A Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new 2017 A Note) in a principal amount equal to any unpurchased portion of the 2017 A Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new 2017 A Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. Any 2017 A Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale 2017 A Notes Purchase Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Communications Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting Other First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting Other First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting Other First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or and accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting Other First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the Notes and such other Indebtedness constituting Other First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting Other First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the any Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (Reliant Software, Inc.), Indenture (Community Choice Financial Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days Promptly after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes andand Pari Passu Debt, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered as provided in response to the Asset Sale OfferSection 4.10 hereof. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Debt. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the an Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations a minimum denomination of $2,000 or whole multiples an integral multiple of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any an Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase,which is attached to hereto as Exhibit A, on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two (or transfer by book-entry transfer to the Depositary, as applicable) prior to the close of business on the third Business Days before Day prior to the Purchase Date; (vii) that Holders shall be entitled to withdraw their election tendered Notes and their election, if any, to require the Issuer, the Depositary or Issuers to purchase such Notes; provided that the Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the last day of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of the Note the Holder delivered Notes tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations Pari Passu Debt surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers shall select such other Indebtedness constituting First Lien Obligations Pari Passu Debt to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Debt tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are of $2,000, shall be purchased); and; (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; and (x) any other instructions, as determined by the Issuers, consistent with this Section 3.09 and Section 4.10 hereof, that a Holder must follow. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes and, if required, Pari Passu Debt or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and Pari Passu Debt tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate of either Issuer stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the either Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000, in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (noon New York City time) time on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent Agent, money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent Agent, as applicable, by the Issuer Issuers in excess of the amounts amount necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. . (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Nationstar Sub1 LLC), Indenture (Nationstar Sub2 LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be Company is required or opts to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.10 (the “Asset Disposition Offer Amount”), or, or if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, send a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the U.S. Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, to the extent required by the terms of the outstanding Pari Passu Indebtedness, all holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Disposition Offer shall remain open; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any an Asset Sale Disposition Offer may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer shall be required to (i) surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the IssuerCompany, the Depositary, if appointed by the Issuerapplicable, or a the Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the U.S. Trustee in its sole discretion shall deem to be fair and appropriate, and the Company shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations and Pari Passu Indebtedness, although no Note having a principal amount of $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (ed) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, by lot or on a pro rata basis basis, as described in clause (d)(viii) of this Section 3.09applicable, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not validly withdrawn pursuant to the Asset Sale Disposition Offer, or if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness so tendered and (2) deliver not withdrawn, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered delivered, to the U.S. Trustee the Notes properly so accepted together with and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issueraccepted and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Section 4.10. In addition, the Depositary Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Indebtedness. The Paying Agent or the Paying AgentCompany, as the case may be, shall promptly promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered by such Holder withdrawn, and accepted by the Issuer Company for purchase, and and, if less than all of the Issuer Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company shall promptly issue a new Note, and the U.S. Trustee, upon receipt delivery of an Authentication OrderOrder from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is will be required for the U.S. Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; 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. In addition, the same indebtedness to Company will take any and all other actions required by the extent not repurchasedagreements governing the Pari Passu Indebtedness. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (ge) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, 3.05 and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (Iamgold Corp), Indenture (Iamgold Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Senior Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, holders of any other Indebtedness constituting First Lien ObligationsSenior Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations integral multiples of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Senior Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Senior Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Senior Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Aramark), Indenture (Aramark)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or the Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall Trustee, in accordance with the Applicable Procedures, will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Company will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedtendered and not validly withdrawn. (f) The IssuerCompany, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Company any money deposited with the Trustee or the Paying Agent by the Issuer Company in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Crescent Energy Co), Indenture (Crescent Energy Co)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer or elects to commence an Advance Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer or Advance Offer, as the case may be, shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) (the “Offer Amount”) ), to the purchase of Notes and, if required, required or not prohibited by the terms of any other Equal Priority Obligations and/or, to the extent that the assets or property disposed of in the Asset Sale were not Collateral, Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any and, if applicable, Equal Priority Obligations and/or other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer or Advance Offer, as the case may be. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to if any, to, but excluding excluding, the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. (d) Upon the commencement of an Asset Sale Offer or an Advance Offer, as the case may be, the Issuer shall send, electronically or by first-class mail, postage prepaidmail (or otherwise in accordance with the applicable rules and procedures of the Depositary), a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. The Asset Sale Offer or Advance Offer, as the case may be, shall be made to all Holders and holders and, if required or not prohibited by the terms of any other Indebtedness constituting First Lien ObligationsEqual Priority Obligations and/or, to the extent that the assets and property disposed of in the Asset Sale were not Collateral, any other Pari Passu Indebtedness, to the holders of such Equal Priority Obligations and/or Pari Passu Indebtedness, as applicable. The notice, which shall govern the terms of the Asset Sale Offer or Advance Offer, as the case may be, shall state: (i) that the Asset Sale Offer or Advance Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer or Advance Offer, as the case may be, shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Advance Offer, as the case may be, shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or an Advance Offer, as the case may be, may elect to have Notes purchased in denominations of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Advance Offer, as the case may be, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, other Equal Priority Obligations and, to the extent that the assets and any property disposed of in the Asset Sale were not Collateral, other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, in each case, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (subject to applicable rules and procedures of the Depositary as to Global Notes) and the Issuer or the representative of such other Equal Priority Obligations and such other Pari Passu Indebtedness constituting First Lien shall select such other Equal Priority Obligations and Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such other Equal Priority Obligations and such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 1,000 or whole multiples of $1,000 in excess thereof are shall be purchased; provided that the unpurchased portion of Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and (ix) that Holders whose Notes were purchased only in part shall shall, after the Repurchase Date upon cancellation of the Notes surrendered, be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchasedsurrendered. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or Advance Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and and, if any Notes are purchased in part only, after the Purchase Date upon cancellation of the Note surrendered, the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any the unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer or Advance Offer, as the case may be, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (New Fortress Energy Inc.), Indenture (New Fortress Energy Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided, that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying AgentAgent (to the extent funded by the Issuer in accordance with Section 3.09(g)), as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 11 a.m. (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent will provide notice to the Issuer of any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Upon written request of the Issuer, the Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Vivint Smart Home, Inc.), Indenture (APX Group Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 10 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations and Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any Notes, other Indebtedness constituting First Lien Obligations and Pari Passu Indebtedness tendered in response to the Asset Sale Offer, in each case in accordance with Section 4.10 hereof. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any such other Indebtedness constituting First Lien ObligationsObligations and Pari Passu Indebtedness in accordance with Section 4.10 hereof. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any and/or the other Indebtedness constituting First Lien Obligations or Pari Passu Indebtedness, as applicable, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall will select the Notes to be purchased in accordance with Section 3.02 and the Issuer (or the agents or trustees of such other Indebtedness constituting First Lien Obligations or Pari Passu Indebtedness, as applicable) will select such other First Lien Obligations or Pari Passu Indebtedness, as applicable, to be purchased pursuant to the terms of such other First Lien Obligations or Pari Passu Indebtedness, as applicable; provided, as between the Notes, any other First Lien Obligations and any other Pari Passu Indebtedness, as applicable, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or Notes, such other Indebtedness constituting First Lien Obligations and such other Pari Passu Indebtedness, as applicable, tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only Notes no Notes, other First Lien Obligations or other Pari Passu Indebtedness, as applicable will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer... (d) Upon the commencement of an Asset Sale Offer, the Issuer shall sendsend or cause to be sent, by first-class mail, postage prepaidmail or electronic delivery, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations a minimum amount of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or agent of such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations a minimum amount of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrarycontrary except the Officer’s Certificate required under Section 3.09(e), no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The If required by applicable law, the Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (INC Research Holdings, Inc.), Indenture (INC Research Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, mail a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole multiples of $1,000 in excess thereof2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of an amount not less than $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Senior Subordinated Notes Indenture (American Tire Distributors Holdings, Inc.), Senior Secured Notes Indenture (American Tire Distributors Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer or a Collateral Asset Sale Offer, as applicable, it shall follow the procedures specified below. (b) The Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Collateral Excess Proceeds, as applicable (the “Offer Amount”) ), to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer or Collateral Asset Sale Offer, as applicable. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Collateral Asset Sale Offer, as applicable. (d) Upon the commencement of an Asset Sale Offer or Collateral Asset Sale Offer, as applicable, the Issuer shall send, by first-class mail, postage prepaidmail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Collateral Asset Sale Offer, as applicable. The Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall state: (i) that the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or Collateral Asset Sale Offer, as applicable, may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Collateral Asset Sale Offer, as applicable, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so applicable procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (FTAI Infrastructure LLC), Indenture (Fortress Transportation & Infrastructure Investors LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of not less than 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 10 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer, in each case in accordance with Section 4.10 hereof. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other such Pari Passu Indebtedness constituting First Lien Obligationsin accordance with Section 4.10 hereof. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Issuer (or the agents or trustees of such Pari Passu Indebtedness) will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided, as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or and such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Repurchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase repurchase price and the Purchase Repurchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Repurchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes purchased a Note repurchased pursuant to an Asset Sale Offer may elect to have Notes purchased repurchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased repurchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect PurchaseRepurchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Repurchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase repurchase and a statement that such Holder is withdrawing his election to have such Note purchasedrepurchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased repurchased on a pro rata basis based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered or by lot or such other Indebtedness constituting First Lien Obligations tendered similar method in accordance with the Applicable Procedures (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are of $2,000, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased unrepurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (ed) On or before the Purchase Repurchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (fe) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase repurchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased unrepurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Repurchase Date. (gf) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase repurchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (Hill-Rom Holdings, Inc.), Indenture (Microsemi Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes andand if required by the terms of any Pari Passu Indebtedness, if required, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, basis if applicable), or, or if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment Payments for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaidelectronic transmission or otherwise in accordance with the procedures of the Depositary, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, transmit a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Uniti Group Inc.), Indenture (Uniti Group Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer Company shall be required to commence an Asset Sale Offer or elects to commence an Advance Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer or Advance Offer, as the case may be, shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) (the “Offer Amount”) ), to the purchase of Notes and, if required, required or permitted by the terms of any other Indebtedness constituting First Lien Obligations and/or, to the extent that the assets or property disposed of in the Asset Sale were not Collateral, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting and, if applicable, First Lien Obligations and/or other Pari Passu Indebtedness tendered in response to the Asset Sale Offer or Advance Offer, as the case may be. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. (d) Upon the commencement of an Asset Sale Offer or an Advance Offer, as the Issuer case may be, the Company shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. The Asset Sale Offer or Advance Offer, as the case may be, shall be made to all Holders and and, if required or permitted by the terms thereof, holders of other First Lien Obligations and, to the extent that the assets and property disposed of in the Asset Sale were not Collateral, any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer or Advance Offer, as the case may be, shall state: (i) that the Asset Sale Offer or Advance Offer, as the case may be, is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof 4.16 and the length of time the Asset Sale Offer or Advance Offer, as the case may be, shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Advance Offer, as the case may be, shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or an Advance Offer, as the case may be, may elect to have Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Advance Offer, as the case may be, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerCompany, the DepositaryDTC, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any and, if applicable, other Indebtedness constituting First Lien Obligations and, to the extent that the assets and property disposed of in the Asset Sale were not Collateral, other Pari Passu Indebtedness, in each case, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (subject to applicable DTC procedures as to Global Notes) and the Company or the representative of such other First Lien Obligations and such other Pari Passu Indebtedness constituting shall select such other First Lien Obligations and Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations and such other Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ixviii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or Advance Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerCompany, the Depositary DTC or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer or Advance Offer, as the case may be, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.07.

Appears in 2 contracts

Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall shall, through the facilities of the Depositary (in the case of Global Notes) select the Notes and the Issuer shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided, that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Prestige Brands Holdings, Inc.), Indenture (TC3 Health, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Note or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, then any accrued and unpaid interestinterest to, up to but excluding excluding, the Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 or whole multiples and any integral multiple of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositarya depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the fourth Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of $2,000 or whole multiples and any integral multiple of $1,000 in excess thereof are will be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing ); provided that the same indebtedness unpurchased portion of any Note must be equal to the extent not repurchasedat least $2,000 and any integral multiple of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that new Notes will only be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Dycom Industries Inc), Indenture (Harsco Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 twenty Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, at least 30 but not more than 60 days before the Purchase Date, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or its applicable agent shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered or by lot, or by such other Indebtedness constituting First Lien Obligations tendered method in accordance with the procedures of DTC (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata or other basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall pay the purchase price of the Notes as directed by Issuer and shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemedredeemed as directed by the Issuer. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 Upon repurchase the Issuer shall be made pursuant surrender the repurchased Notes to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicableTrustee for cancellation.

Appears in 2 contracts

Samples: Senior Notes Indenture (Claires Stores Inc), Senior Secured First Lien Notes Indenture (Claires Stores Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent paying agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the tenth Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agentpaying agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no only an Officer’s Certificate and not an Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent paying agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent paying agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent paying agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Alight Group, Inc.), Indenture (Alight Inc. / DE)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaidmail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so applicable procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC), Indenture (Fortress Transportation & Infrastructure Investors LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale OfferOffer to all Holders to purchase Notes, it shall the Company will follow the procedures specified below. (ba) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five three Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of Notes and, if required, any and such other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable), ) or, if less than the Asset Sale Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. (cb) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall if any will be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (dc) Upon the commencement of an Asset Sale Offer, the Issuer shall Company will send, by first-first class mail, postage prepaidor send electronically if DTC is the recipient, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length of time the Asset Sale Offer shall will remain open; (ii2) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (iii3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Offer shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note Notes completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositarya depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Asset Sale Purchase Date; (vii7) that Holders shall will be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Asset Sale Offer AmountAmount allocated to the purchase of Notes in the Asset Sale Offer, the Trustee shall will select the Notes and such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by lot or such method as DTC or its nominee or successor may require unless otherwise required by law) based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered surrendered (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, will be purchased); and (ix9) that Holders whose Notes were 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) representing the same indebtedness to the extent not repurchased. (e) ). On or before the Asset Sale Purchase Date, the Issuer shallCompany will, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale OfferOffer and required to be purchased pursuant to this Section 3.09 and Section 4.16, or if Notes in an aggregate principal amount less than the Offer Amount has allocated to the purchase of Notes in the Asset Sale Offer have been tendered, all Notes tendered tendered, and (2) will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof so tendered. (f) were accepted for payment by the Company in accordance with the terms of this Section 3.09. The IssuerCompany, the Depositary depositary for the Asset Sale Offer or the Paying Agent, as the case may be, shall will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer shall Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Orderwritten request from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-book entry) such new Note to such Holder (it being understood thatHolder, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other pari passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationspari passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two three Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other pari passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the applicable Person (but not the Trustee) shall select such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or or, for purposes of such other applicable Person’s selection (but not the Trustee), such pari passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Trustee, in the case of the Notes, and by the applicable Person (but not the Trustee), in the case of pari passu Indebtedness, so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased (to the extent that such unpurchased portion equals to $2,000 in principal amount or an integral multiples of $1,000 in excess thereof) portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes promptly tendered and not withdrawn 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered and not withdrawn by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 4.16 hereof, the Issuer shall be Company is required to commence an Asset Sale OfferOffer to all Holders to purchase Notes, it shall the Company will follow the procedures specified below. (ba) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five three Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of Notes and, if required, any and such other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable), ) or, if less than the Asset Sale Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. (cb) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall if any will be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (dc) Upon the commencement of an Asset Sale Offer, the Issuer shall Company will send, by first-first class mail, postage prepaidor send electronically if DTC is the recipient, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length of time the Asset Sale Offer shall will remain open; (ii2) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (iii3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Offer shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note Notes completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositarya depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Asset Sale Purchase Date; (vii7) that Holders shall will be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Asset Sale Offer AmountAmount allocated to the purchase of Notes in the Asset Sale Offer, the Trustee shall will select the Notes and such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law) based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered surrendered (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, will be purchased); and (ix9) that Holders whose Notes were 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) representing the same indebtedness to the extent not repurchased. (e) ). On or before the Asset Sale Purchase Date, the Issuer shallCompany will, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale OfferOffer and required to be purchased pursuant to this Section 3.09 and Section 4.16 hereof, or if Notes in an aggregate principal amount less than the Offer Amount has allocated to the purchase of Notes in the Asset Sale Offer have been tendered, all Notes tendered tendered, and (2) will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof so tendered. (f) were accepted for payment by the Company in accordance with the terms of this Section 3.09. The IssuerCompany, the Depositary depositary for the Asset Sale Offer or the Paying Agent, as the case may be, shall will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer shall Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Orderwritten request from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-book entry) such new Note to such Holder (it being understood thatHolder, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Centennial Resource Development, Inc.), Indenture (Centennial Resource Development, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or the Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall Trustee, in accordance with the Applicable Procedures, will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Company will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedtendered and not validly withdrawn. (f) The IssuerCompany, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Company any money deposited with the Trustee or the Paying Agent by the Issuer Company in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Crescent Energy Co), Indenture (Vine Energy Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of all Secured Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Secured Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Secured Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Secured Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Secured Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Secured Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Secured Note purchased pursuant to an Asset Sale Offer may elect to have Secured Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Secured Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Secured Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile telegram, electronic transmission or letter setting forth the name of the Holder, the principal amount of the Secured Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Secured Note purchased; (viii) 8) that, if the aggregate principal amount of Secured Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Secured Notes and such other Pari Passu Indebtedness constituting First Lien Obligations shall be selected to be purchased on a pro rata basis based on the accreted value or principal amount of the Secured Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Secured Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Secured Notes of $2,000 or less can be redeemed in part, except that if all of the Secured Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Secured Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix9) that Holders whose Secured Notes were purchased only in part shall be issued new Secured Notes equal in principal amount to the unpurchased portion of the Secured Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Secured Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Secured Notes tendered and (2) deliver or cause to be delivered to the Trustee the Secured Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Secured Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Secured Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Secured Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Secured Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Secured Note) in a principal amount equal to any unpurchased portion of the Secured Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Secured Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Secured Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicableSection 3.06.

Appears in 2 contracts

Samples: Intercreditor Agreement (Sinclair Broadcast Group Inc), Indenture (Sinclair Broadcast Group Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer or a Collateral Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer or the Collateral Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Collateral Excess Proceeds, as applicable (the “Offer Amount”) ), to the purchase of Notes (subject to the limitations set forth in clause (1) of Section 4.10(b) hereof with respect to Excess Proceeds or in clause (1) of Section 4.10(f) hereof with respect to Collateral Excess Proceeds) and, (A) with respect to Excess Proceeds, if requiredrequired or permitted by the terms thereof, any other Senior Indebtedness constituting First (on a pro rata basis, if applicable), (B) with respect to Collateral Excess Proceeds, if required or permitted by the terms thereof, any Parity Lien Obligations Debt (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale OfferOffer (subject to the limitations set forth in clause (1) of Section 4.10(b) hereof), or all Notes and Parity Lien Debt tendered in response to the Collateral Asset Sale Offer (subject to the limitations set forth in clause (1) of Section 4.10(f) hereof) as applicable. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable. (d) Upon the commencement of an Asset Sale Offer or a Collateral Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Asset Sale Offer or Collateral Asset Sale Offer. The Any Asset Sale Offer or Collateral Asset Sale Offer shall be made to all Holders and and, if required or permitted, to (A) holders of any other Senior Indebtedness constituting First in the case of an Asset Sale Offer, or (B) holders of Parity Lien ObligationsDebt in the case of a Collateral Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer or the Collateral Asset Sale Offer, shall state: (i) that the Asset Sale Offer or Collateral Asset Sale Offer, as applicable, is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer or the Collateral Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable, shall cease to accrue interest on and after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or a Collateral Asset Sale Offer, as applicable, may elect to have Notes purchased in denominations the minimum amount of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Collateral Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, (A) in the case of an Asset Sale Offer, if the aggregate principal amount of Notes and any other Senior Indebtedness constituting First surrendered by the holders thereof exceeds the Offer Amount, or (B) in the case of a Collateral Asset Sale Offer, if the aggregate principal amount of Notes and Parity Lien Obligations Debt surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Senior Indebtedness, or the Notes and such Parity Lien Obligations Debt, as applicable, to be purchased on a pro rata basis (subject to the limitations set forth in clause (1) of Section 4.10(b) hereof in the case of an Asset Sale Offer or in clause (1) of Section 4.10(f) hereof in the case of a Collateral Asset Sale Offer) based on the accreted value or principal amount of the Notes Notes, or such other Senior Indebtedness constituting First or Parity Lien Obligations Debt, as applicable, tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in to the extent necessary and subject to clause (d)(viii1) of this Section 3.094.10(b) hereof in the case of an Asset Sale Offer or clause (1) of Section 4.10(f) hereof in the case of a Collateral Asset Sale Offer, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or the Collateral Asset Sale Offer, as applicable, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an a Issuer Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Energy Future Intermediate Holding CO LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaidmail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteNote to the Paying Agent at the address specified in the notice, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice Issuer at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the HolderHolder (or otherwise in accordance with the applicable procedures of the Depositary), the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so applicable procedures of the Depositary; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes (or their interests shall otherwise be adjusted in accordance with the applicable procedures of the Depositary) equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes (or portions thereof in accordance with the applicable procedures of the Depositary) properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, Issuer shall promptly mail or deliver to each tendering Holder cause an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchasepurchase to be remitted to each tendering Holder, and the Issuer shall shall, if the Notes are issued in definitive form, promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or 3.10 and Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (Meredith Corp), Indenture (Meredith Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In The Issuer shall follow the event that, procedures specified in clauses (b) through (f) of this Section 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of 2017 B Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all 2017 B Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any 2017 B Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a 2017 B Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender 2017 B Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and the Registrar, or otherwise in accordance with the procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender 2017 B Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any 2017 B Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any 2017 B Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a 2017 B Note purchased pursuant to an Asset Sale Offer may elect to have 2017 B Notes purchased in denominations minimum principal amounts of $2,000 or whole and integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a 2017 B Note purchased pursuant to any Asset Sale Offer shall be required to surrender the 2017 B Note, with the form entitled “Option of Holder to Elect Purchase” attached to the 2017 B Note completed, or transfer such 2017 B Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 2017 B Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such 2017 B Note purchased; (viii) that, if the aggregate principal amount of 2017 B Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Registrar shall select the 2017 B Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata rate basis based on the accreted value or principal amount of the 2017 B Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only 2017 B Notes in denominations of $2,000 or whole integral multiples of $1,000 in excess thereof are shall be purchased); and (ix) that Holders whose 2017 B Notes were purchased only in part shall be issued new 2017 B Notes equal in principal amount to the unpurchased portion of the 2017 B Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of 2017 B Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all 2017 B Notes tendered and (2) deliver or cause to be delivered to the Trustee the 2017 B Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of 2017 B Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the 2017 B Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new 2017 B Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new 2017 B Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new 2017 B Note) in a principal amount equal to any unpurchased portion of the 2017 B Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new 2017 B Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. Any 2017 B Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission transmission, letter or letter other communication in accordance with the procedures of DTC setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Summit Materials, LLC), Indenture (Summit Materials, LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof‎Section 4.16, the Issuer shall be Company is required to commence an Asset Sale Offer, it the Company must, within 30 days, make such Asset Sale Offer to purchase Notes having a principal amount equal to: (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Parity Debt that is similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The purchase price for the Notes will be 100% of the outstanding principal amount plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of $1,000 principal amount will be purchased; provided that after a purchase from a holder in part, such holder shall follow the procedures specified belowhold $200,000 in principal amount of notes or a multiple of $1,000 in excess thereof. (b) The Asset Sale Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five 30 Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Indebtedness constituting First Lien Obligations Parity Debt (on a pro rata basis, if applicable) required to be purchased pursuant to ‎Section 4.16 (the “Asset Sale Offer Amount”), or, if less than the Asset Sale Offer Amount of Notes (and, if applicable, Parity Debt) has been so validly tendered, all Notes and any other Indebtedness constituting First Lien Obligations Parity Debt validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments on the Notes are made. (c) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued accrued, unpaid interest and unpaid interestAdditional Amounts, if any, up to but excluding the Asset Sale Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsParity Debt. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the an Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof ‎Section 4.16 and the length expiration time of time the Asset Sale Offer shall remain openPeriod; (ii2) the Asset Sale Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Sale Purchase Date; (iii3) that Notes must be tendered in integral multiples of $1,000 (subject to clause (8) below), and any Note not properly tendered or accepted for payment shall will remain outstanding and will continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such the payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Asset Sale Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the such Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent specified in the notice at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Sale Purchase Date; (vii6) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Sale Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii7) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations Parity Debt surrendered by the holders thereof exceeds the Asset Sale Offer Amount, the Trustee shall select then the Notes and such other Indebtedness constituting First Lien Obligations to Parity Debt will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such Parity Debt tendered and the selection of the Notes for purchase shall be made as follows: (1) if the Notes are listed on any national securities exchange and the Paying Agent is notified of such listing, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (2) if such national securities exchange has no requirement governing redemptions or if the Notes are not so listed on a securities exchange, the Depositary shall select the Notes to be redeemed by lot in the case of Global Notes and otherwise on a pro rata basis, by lot or by such other Indebtedness constituting First Lien Obligations tendered (with such adjustments method as the Paying Agent may be deemed appropriate by the Trustee so that only Notes in denominations reasonably determine is fair and appropriate, although no Note having a principal amount of $2,000 or whole multiples of $1,000 200,000 shall be purchased in excess thereof are purchased); andpart; (ix) 8) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $200,000 or transferred an integral multiple of $1,000 in excess thereof); and (9) the other procedures, as determined by book-entry transfer) representing the same indebtedness to the extent not repurchasedCompany, consistent with this Section 3.09 that a Holder must follow. (e) On or before the Asset Sale Purchase Date, the Issuer shallCompany will, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.09‎Section 4.16(a)(5), the Asset Sale Offer Amount of Notes and Parity Debt or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or or, if less than the Asset Sale Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes tendered and (2) deliver Parity Debt so tendered, in the case of the Notes, in whole number multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $200,000. The Company will deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (f) The IssuerTrustee, the Depositary Paying Agent or the Paying AgentCompany, as the case may be, shall promptly mail or deliver will promptly, but in no event later than five Business Days after termination of the Asset Sale Offer Period, distribute to each tendering Holder or holder or lender of Parity Debt, as the case may be, an amount equal to the purchase price of the Notes or the Parity Debt so validly tendered and not properly tendered withdrawn by such Holder holder or lender, as the case may be, and accepted by the Issuer Company for purchase, and the Issuer shall Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new Note will be in a principal amount of at least $200,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly Company will announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior The Company will comply with Rule 14e-1 under the Exchange Act (to 11:00 a.m. (New York City timethe extent applicable) on and all other applicable laws or regulations in connection with the Purchase Daterepurchase of Notes pursuant to an Asset Sale Offer, and the procedures related to an Asset Sale Offer contained in this Indenture will be modified as necessary to permit such compliance. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall deposit Company will comply with the Trustee or with the Paying Agent money sufficient to pay the purchase price of applicable securities laws and accrued regulations and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall not be deemed to refer to “purchase,” “repurchase” and similar words, as applicablehave breached its obligations under this Indenture by virtue thereof.

Appears in 2 contracts

Samples: Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1i) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2ii) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Datepurchase date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Hilton Grand Vacations Inc.), Indenture (Hilton Grand Vacations Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Repurchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase repurchase price and the Purchase Repurchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Repurchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes purchased a Note repurchased pursuant to an Asset Sale Offer may elect to have Notes purchased repurchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased repurchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect PurchaseRepurchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Repurchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase repurchase and a statement that such Holder is withdrawing his election to have such Note purchasedrepurchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased repurchased on a pro rata basis based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered or by lot or such other Indebtedness constituting First Lien Obligations tendered similar method in accordance with the Applicable Procedures (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are of $2,000, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased unrepurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (ed) On or before the Purchase Repurchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (fe) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase repurchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased unrepurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Repurchase Date. (gf) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase repurchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Indenture (Hill-Rom Holdings, Inc.), Indenture (Hill-Rom Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of all Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations shall be selected to be purchased on a pro rata basis based on the accreted value or aggregate principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 2 contracts

Samples: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell Technologies Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In The Issuer shall follow the event that, procedures specified in clauses (b) through (f) of this Section 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations that ranks pari passu with the Notes (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations that ranks pari passu with the Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by electronic transmission (for Notes held in book-entry form) or by first-class mail, postage prepaid, a notice to each of the HoldersHolders of the Notes, with a copy to the TrusteeTrustee and the Registrar, or otherwise in accordance with the Applicable Procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum principal amounts of $2,000 or whole and integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders of the Notes shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations that ranks pari passu to the Notes surrendered by the holders thereof exceeds the Offer Amount, the Trustee Registrar shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only Notes in denominations of $2,000 or whole integral multiples of $1,000 in excess thereof are shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. Any Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 2 contracts

Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredapplicable, any other Senior Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer The Issuers shall send, by first-class mail, postage prepaidmail (or electronic transmission) at least 15 but not more than 60 days before the Purchase Date, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, at the option of the Issuers in accordance with Section 4.10, to holders of any other Indebtedness constituting First Lien ObligationsSenior Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 or whole in integral multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a electronic or facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Senior Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (and the applicable agent or trustee will select such other Indebtedness constituting First Lien Obligations Senior Pari Passu Indebtedness) to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered by lot (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole in integral multiples of $1,000 in excess thereof are thereof, shall be purchased), provided that Notes represented by Global Notes shall be selected in accordance with the applicable procedures of DTC; provided, further, that the selection of such other Senior Pari Passu Indebtedness shall be made by the applicable trustee, agent or representative pursuant to the terms of such Indebtedness; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce notify the Holders of the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof3.06. For the avoidance of doubt, and references therein the Trustee shall have no duties or obligations under this Section 3.09 with respect to “redeem,” “redemption” and similar words shall be deemed any Senior Pari Passu Indebtedness (other than the Notes) or to refer to “purchase,” “repurchase” and similar wordsany holder, as applicabletrustee, agent or representative thereof.

Appears in 2 contracts

Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.10 (the “Asset Disposition Offer Amount”), or, or if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up interest to but excluding the Asset Disposition Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, send a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, to the extent required by the terms of the outstanding Pari Passu Indebtedness, all holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length expiration of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any an Asset Sale Disposition Offer may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer shall be required to (i) surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the IssuerIssuers, the Depositary, if appointed by the Issuerapplicable, or a the Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased, and that Notes held in book entry form shall be withdrawn in accordance with the procedures of the Depositary; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Trustee Notes to be purchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then in accordance with the procedures of the Depositary or, if the Notes are not listed and not in global form on a pro rata basis, and the Company shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations and Pari Passu Indebtedness, although no Note having a principal amount of less than $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of necessary and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.accordance with

Appears in 2 contracts

Samples: Indenture (Alliance Resource Partners Lp), Indenture (Alliance Holdings GP, L.P.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be Company is required or opts to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the "Asset Disposition Offer Period"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the "Asset Disposition Purchase Date"), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.10 (the "Asset Disposition Offer Amount"), or, or if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, send a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, to the extent required by the terms of the outstanding Pari Passu Indebtedness, all holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Disposition Offer shall remain open; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any an Asset Sale Disposition Offer may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer shall be required to (i) surrender the such Note, with the form entitled "Option of Holder to Elect Purchase” attached to " on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the IssuerCompany, the Depositary, if appointed by the Issuerapplicable, or a the Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes to be repurchased shall be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are not listed and not in global form on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, and the Company shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the basis of the aggregate accreted value or principal amount of the tendered Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations and Pari Passu Indebtedness, although no Note having a principal amount of $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (ed) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, by lot or on a pro rata basis basis, as described in clause (d)(viii) of this Section 3.09applicable, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not validly withdrawn pursuant to the Asset Sale Disposition Offer, or if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness so tendered and (2) deliver not withdrawn, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issueraccepted and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Section 4.10. In addition, the Depositary Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Indebtedness. The Paying Agent (upon written order from the Company) or the Paying AgentCompany, as the case may be, shall promptly promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered by such Holder withdrawn, and accepted by the Issuer Company for purchase, and and, if less than all of the Issuer Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company shall promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s 's Certificate of the Issuer is will be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; 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. In addition, the same indebtedness to Company will take any and all other actions required by the extent not repurchasedagreements governing the Pari Passu Indebtedness. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (ge) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, 3.05 and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Iamgold Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (dc) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsHolders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer AmountAsset Sale payment amount, the purchase Asset Sale offered price and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 10 days and not later than 60 days from the date such notice is sent (the “Purchase Date”); (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum amounts of $2,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two three Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than two Business Days prior to the expiration of the Offer PeriodPurchase Date, a facsimile transmission or letter written notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the amount of Excess Proceeds (the “Offer Amount”), the Trustee Issuer shall select the Notes (while the Notes are in global form pursuant to the procedures of the Depositary) and the Issuer shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in minimum denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are purchasedthereof, shall remain outstanding after such purchase); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (ed) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (fe) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Cushman & Wakefield PLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Company shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall send, by first-class mail, postage prepaidmail or electronic delivery, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or other electronic communication or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the principal amount or accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness, as the case may be, shall be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchasedan unauthorized denomination); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes shall only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerCompany, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (MultiPlan Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable)the Asset Disposition Offer Amount, or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall will be made in the same manner as interest redemption payments on the Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest to, up to but excluding excluding, the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice (or, in the case of Global Notes, otherwise communicate in accordance with the Applicable Procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The , which notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length of time the Asset Sale Disposition Offer shall remain open; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Disposition Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or to transfer such Note by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the Issuerapplicable, or a Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select then the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations validly tendered (with such adjustments as may and not properly withdrawn and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes by such method as the Trustee in denominations its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer shallCompany will, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes tendered and (2) deliver Pari Passu Indebtedness so tendered, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes were accepted for payment by the Company in accordance with the terms of this Section 3.09. In addition, the Company will deliver all certificates and instruments, if any, required by the agreements governing the Pari Passu Indebtedness. (f) The Issuer, the Depositary Paying Agent or the Paying AgentCompany, as the case may be, shall promptly will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures) to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered withdrawn by such Holder holder or lender, as the case may be, and accepted by the Issuer Company for purchase, and the Issuer shall Company will promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-entryotherwise deliver in accordance with the Applicable Procedures) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the same indebtedness Company will take any and all other actions required by the agreements governing the Pari Passu Indebtedness with respect to the extent not repurchasedapplicable Asset Disposition. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior The Company will comply, to 11:00 a.m. (New York City time) on the Purchase Dateextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall deposit Company will comply with the Trustee applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict. (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in connection with any tender offer or other offer to purchase Notes (including pursuant to a Change of Control Offer, Alternate Offer or an offer to purchase with the Paying Agent money sufficient proceeds from any Asset Disposition) and the Company, or any third party making such offer in lieu of the Company as set forth in clause (f) of Section 4.15, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right, upon not less than ten days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to pay such offer, to redeem or purchase all Notes that remain outstanding following such purchase at the applicable price paid to Holders in such purchase price of and plus accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or to, but excluding, the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess date of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemedredemption. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Senior Notes Indenture (TTM Technologies Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence a Collateral Asset Sale Offer or an Asset Sale Offer, it shall follow the procedures specified below. (b) The Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Collateral Excess Proceeds or all Excess Proceeds, as the case may be (the “Offer Amount”) ), to the purchase of Notes and, if requiredrequired or permitted by the terms thereof, any to other Indebtedness constituting First Lien Obligations and Obligations secured by a Lien permitted under this Indenture on the assets disposed of (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral) (in the case of an Asset Sale of Collateral) or to any other Pari Passu Indebtedness (in the case of an Asset Sale of assets that do not constitute Collateral) (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations and Obligations secured by a Lien permitted under this Indenture on the assets disposed of (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral) (in the case of an Asset Sale of Collateral), or all Notes and any other Pari Passu Indebtedness (in the case of an Asset Sale of assets that do not constitute Collateral), in each case, tendered in response to the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest thereon, up to if any, to, but excluding excluding, the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be. (d) Upon the commencement of a Collateral Asset Sale Offer or an Asset Sale Offer, as the case may be, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be. The Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, shall be made to all Holders and and, if required or permitted by the terms thereof, holders of other First Lien Obligations and Obligations secured by a Lien permitted under this Indenture on the assets disposed of (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral) (in the case of an Asset Sale of Collateral) or any other Pari Passu Indebtedness constituting First Lien Obligations(in the case of an Asset Sale of assets that do not constitute Collateral). The notice, which shall govern the terms of the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, shall state: (i) that the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to a Collateral Asset Sale Offer or an Asset Sale Offer Offer, as the case may be, may elect to have Notes purchased in denominations amounts of $2,000 €1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Collateral Asset Sale Offer or Asset Sale Offer, as the case may be, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the applicable Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that that, until the close of business on the tenth Business Day after the date such notice is sent (or such later time and date as the Issuer may decide in its sole discretion) (such time and date, the “withdrawal deadline”), Holders shall be entitled to withdraw their election if the Issuer, the applicable Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Periodwithdrawal deadline, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any and, if applicable, other Indebtedness constituting First Lien Obligations and Obligations secured by a Lien permitted under this Indenture on the assets disposed of (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral) (in the case of an Asset Sale of Collateral) or any other Pari Passu Indebtedness (in the case of an Asset Sale of assets that do not constitute Collateral), in each case, surrendered by the holders thereof exceeds the Offer AmountAmount (or, in the case of an Collateral Advance Offer or an Advance Offer, the Collateral Advance Portion or Advance Portion, respectively), the Trustee or the Depositary shall select the Notes (subject to applicable Euroclear or Clearstream procedures as to Global Notes) and the Issuer or the representative of such other First Lien Obligations and such other Obligations (in the case of an Asset Sale of Collateral) or such other Pari Passu Indebtedness constituting (in the case of an Asset Sale of assets that do not constitute Collateral) shall select such other First Lien Obligations and such other Obligations (in the case of an Asset Sale of Collateral) or such other Pari Passu Indebtedness (in the case of an Asset Sale of assets that do not constitute Collateral) to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations and such other Obligations (in the case of an Asset Sale of Collateral) or such other Pari Passu Indebtedness (in the case of an Asset Sale of assets that do not constitute Collateral) tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only Notes in denominations of $2,000 €1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of €100,000 or less can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of €1,000, shall be redeemed or purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes (or, in the case of Global Notes, such Notes shall be reduced by such amount of Notes that the Holder has tendered) equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that the unpurchased portion of the Notes must be equal to at least €100,000 or an integral multiple of €1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Collateral Asset Sale Offer or the Asset Sale Offer, as the case may be, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Avantor, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of all Senior Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Senior Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Senior Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Senior Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Senior Note purchased pursuant to an Asset Sale Offer may elect to have Senior Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile telegram, electronic transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased; (viii) 8) that, if the aggregate principal amount of Senior Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Senior Notes and such other Pari Passu Indebtedness constituting First Lien Obligations shall be selected to be purchased on a pro rata basis based on the accreted value or principal amount of the Senior Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Senior Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Senior Notes of $2,000 or less can be redeemed in part, except that if all of the Senior Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Senior Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix9) that Holders whose Senior Notes were purchased only in part shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Senior Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Senior Notes tendered and (2) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Senior Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Senior Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Senior Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Senior Note) in a principal amount equal to any unpurchased portion of the Senior Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Senior Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Senior Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Sinclair Broadcast Group Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Second Lien Exchangeable Notes and, if requiredapplicable, any other Indebtedness constituting First Parity Lien Obligations (on a pro rata basis, if applicable) required to be offered for purchase pursuant to Section 4.16 (the “Asset Disposition Offer Amount”), or, if less than the Asset Disposition Offer Amount of Second Lien Exchangeable Notes (and, if applicable, Parity Lien Obligations) has been so validly tendered, all Second Lien Exchangeable Notes and any other Indebtedness constituting First Parity Lien Obligations validly tendered in response to the Asset Sale Disposition Offer. Payment for any Second Lien Exchangeable Notes so purchased shall will be made in the same manner as interest payments on the Second Lien Exchangeable Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Purchase Date to the Person in whose name a Second Lien Exchangeable Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Second Lien Exchangeable Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Parity Lien Obligations. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix3) the procedures, determined by the Company, consistent with this Second Lien Exchangeable Notes Indenture that Holders whose a Holder must follow in order to have its Second Lien Exchangeable Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of Second Lien Exchangeable Notes and Parity Lien Obligations or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Second Lien Exchangeable Notes and Parity Lien Obligations so tendered, all Notes tendered and (2) deliver in the case of the Second Lien Exchangeable Notes, in integral multiples of $1.00; provided that if, following repurchase of a portion of a Second Lien Exchangeable Note, the remaining principal amount of such Second Lien Exchangeable Note outstanding immediately after such repurchase would be less than $1.00, then the portion of such Second Lien Exchangeable Note so repurchased shall be reduced so that the remaining principal amount of such Second Lien Exchangeable Note outstanding immediately after such repurchase is $1.00. The Company shall deliver, or cause to be delivered delivered, to the Trustee the Second Lien Exchangeable Notes properly so accepted together with and an Officer’s Certificate directing the Trustee to cancel the applicable Second Lien Exchangeable Notes and stating the aggregate principal amount of Second Lien Exchangeable Notes or portions thereof so tenderedaccepted and that such Second Lien Exchangeable Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (f) The IssuerPaying Agent shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Disposition Offer Period, mail (or otherwise deliver in accordance with the Paying Agent, as applicable procedures of the case may be, shall promptly mail or deliver Depositary) to each tendering Holder an amount equal to the purchase price of the Second Lien Exchangeable Notes so validly tendered and not properly tendered withdrawn by such Holder and accepted by the Issuer Company for purchase, and if less than all of the Issuer shall Second Lien Exchangeable Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company will promptly issue a new Second Lien Exchangeable Note, and the Trustee, upon receipt of an Authentication Order, shall will authenticate and mail (or otherwise deliver in accordance with the applicable procedures of Depositary) (or cause to be transferred by book-entry) such new Second Lien Exchangeable Note to such Holder (it being understood that, notwithstanding anything in this Second Lien Exchangeable Notes Indenture to the contrary, only an Authentication Order and no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Second Lien Exchangeable Note) in a principal amount equal to any unpurchased portion of the Second Lien Exchangeable Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new Second Lien Exchangeable Note will be in a minimum principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. Any Second Lien Exchangeable Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on To the Purchase Dateextent that the provisions of any securities laws or regulations conflict with the provisions of this Second Lien Exchangeable Notes Indenture, the Issuer Company shall deposit comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price have breached its obligations under this Second Lien Exchangeable Notes Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. conflict. (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Second Lien Exchangeable Senior Secured Pik Notes Indenture (WeWork Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other pari passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationspari passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two three Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other pari passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the applicable Person (but not the Trustee) shall select such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or or, for purposes of such other applicable Person’s selection (but not the Trustee), such pari passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Trustee, in the case of the Notes, and by the applicable Person (but not the Trustee), in the case of pari passu Indebtedness, so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased (to the extent that such unpurchased portion equals to $2,000 in principal amount or an integral multiples of $1,000 in excess thereof) portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes promptly tendered and not withdrawn 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered and not withdrawn by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, provided, further, that if PIK Notes issued as a result of a PIK Payment, the principal amount of such unpurchased portion may equal a minimum of $1.00 or an integral multiple with respect to the Notes of $1.00. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Allison Transmission Holdings Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Datepurchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Third Lien Exchangeable Notes and, if requiredapplicable, any other Indebtedness constituting First Parity Lien Obligations (on a pro rata basis, if applicable) required to be offered for purchase pursuant to Section 4.16 (the “Asset Disposition Offer Amount”), or, if less than the Asset Disposition Offer Amount of Third Lien Exchangeable Notes (and, if applicable, Parity Lien Obligations) has been so validly tendered, all Third Lien Exchangeable Notes and any other Indebtedness constituting First Parity Lien Obligations validly tendered in response to the Asset Sale Disposition Offer. Payment for any Third Lien Exchangeable Notes so purchased shall will be made in the same manner as interest payments on the Third Lien Exchangeable Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Purchase Date to the Person in whose name a Third Lien Exchangeable Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Third Lien Exchangeable Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Parity Lien Obligations. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix3) the procedures, determined by the Company, consistent with this Third Lien Exchangeable Notes Indenture that Holders whose a Holder must follow in order to have its Third Lien Exchangeable Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of Third Lien Exchangeable Notes and Parity Lien Obligations or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Third Lien Exchangeable Notes and Parity Lien Obligations so tendered, all Notes tendered and (2) deliver in the case of the Third Lien Exchangeable Notes, in integral multiples of $1.00; provided that if, following repurchase of a portion of a Third Lien Exchangeable Note, the remaining principal amount of such Third Lien Exchangeable Note outstanding immediately after such repurchase would be less than $1.00, then the portion of such Third Lien Exchangeable Note so repurchased shall be reduced so that the remaining principal amount of such Third Lien Exchangeable Note outstanding immediately after such repurchase is $1.00. The Company shall deliver, or cause to be delivered delivered, to the Trustee the Third Lien Exchangeable Notes properly so accepted together with and an Officer’s Certificate directing the Trustee to cancel the applicable Third Lien Exchangeable Notes and stating the aggregate principal amount of Third Lien Exchangeable Notes or portions thereof so tenderedaccepted and that such Third Lien Exchangeable Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (f) The IssuerPaying Agent shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Disposition Offer Period, mail (or otherwise deliver in accordance with the Paying Agent, as applicable procedures of the case may be, shall promptly mail or deliver Depositary) to each tendering Holder an amount equal to the purchase price of the Third Lien Exchangeable Notes so validly tendered and not properly tendered withdrawn by such Holder and accepted by the Issuer Company for purchase, and if less than all of the Issuer shall Third Lien Exchangeable Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company will promptly issue a new Third Lien Exchangeable Note, and the Trustee, upon receipt of an Authentication Order, shall will authenticate and mail (or otherwise deliver in accordance with the applicable procedures of Depositary) (or cause to be transferred by book-entry) such new Third Lien Exchangeable Note to such Holder (it being understood that, notwithstanding anything in this Third Lien Exchangeable Notes Indenture to the contrary, only an Authentication Order and no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Third Lien Exchangeable Note) in a principal amount equal to any unpurchased portion of the Third Lien Exchangeable Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new Third Lien Exchangeable Note will be in a minimum principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. Any Third Lien Exchangeable Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on To the Purchase Dateextent that the provisions of any securities laws or regulations conflict with the provisions of this Third Lien Exchangeable Notes Indenture, the Issuer Company shall deposit comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price have breached its obligations under this Third Lien Exchangeable Notes Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. conflict. (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Third Lien Exchangeable Senior Secured Pik Notes Indenture (WeWork Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of all Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations shall be selected to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Base Indenture (Denali Holding Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Senior Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send by first-class mail, postage prepaid, mail or otherwise deliver a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Senior Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 (but in excess thereofa minimum amount of $2,000) only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Senior Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, (1) the Trustee Registrar shall select the Notes and to be purchased by lot or such other method in accordance with the procedures of DTC and (2) the representatives for the holders of such other Senior Indebtedness constituting First Lien Obligations shall select such other Senior Indebtedness, with such selected Notes and Senior Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or and such other Senior Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee Registrar the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the TrusteeAuthenticating Agent, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee Authenticating Agent to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (PBF Holding Co LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale OfferOffer to all Holders to purchase Notes, it shall the Company will follow the procedures specified below. (ba) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five three Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of Notes and, if required, any and such other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable), ) or, if less than the Asset Sale Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. (cb) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall if any will be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (dc) Upon the commencement of an Asset Sale Offer, the Issuer shall Company will send, by first-first class mail, postage prepaidor send electronically if DTC is the recipient, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length of time the Asset Sale Offer shall will remain open; (ii2) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (iii3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Asset Sale Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Offer shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note Notes completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositarya depositary, if appointed by the IssuerCompany, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Asset Sale Purchase Date; (vii7) that Holders shall will be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Asset Sale Offer AmountAmount allocated to the purchase of Notes in the Asset Sale Offer, the Trustee shall will select the Notes and such the Company will select the other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by lot or such method as DTC or its nominee or successor may require unless otherwise required by law) based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered surrendered (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, will be purchased); and (ix9) that Holders whose Notes were 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) representing the same indebtedness to the extent not repurchased. (e) ). On or before the Asset Sale Purchase Date, the Issuer shallCompany will, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale OfferOffer and required to be purchased pursuant to this Section 3.09 and Section 4.16, or if Notes in an aggregate principal amount less than the Asset Sale Offer Amount has allocated to the purchase of Notes in the Asset Sale Offer have been tendered, all Notes tendered tendered, and (2) will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof so tendered. (f) were accepted for payment by the Company in accordance with the terms of this Section 3.09. The IssuerCompany, the Depositary depositary for the Asset Sale Offer or the Paying Agent, as the case may be, shall will promptly (but in any case not later than five days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer shall Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Orderwritten request from the Company, shall will authenticate and mail or deliver (or cause to be transferred by book-book entry) such new Note to such Holder (it being understood thatHolder, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Permian Resources Corp)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired or permitted by the terms of Pari Passu Indebtedness (as defined herein), any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest thereon, up to if any, to, but excluding excluding, the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required or permitted by the terms of Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that that, until the close of business on the tenth Business Day after the date such notice is sent (or such later time and date as the Issuer may decide in its sole discretion) (such time and date, the “withdrawal deadline”), Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Periodwithdrawal deadline, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and, if applicable, Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer AmountAmount (or, in the case of an Advance Offer, the Advance Portion), the Trustee or the Depositary shall select the Notes (subject to applicable DTC procedures as to Global Notes) and the Issuer or the representative of such other Pari Passu Indebtedness constituting First Lien Obligations shall select such other Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes (or, in the case of Global Notes, such Notes shall be reduced by such amount of Notes that the Holder has tendered) equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, Offer or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Avantor, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section ‎‎Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, transmit a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section ‎‎Section 3.09 and Section ‎‎Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased ‎(a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, ‎(b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section ‎‎Section 3.09 or Section ‎‎Section 4.10 hereof, any purchase pursuant to this Section ‎‎Section 3.09 shall be made pursuant to the applicable provisions of Sections ‎Section 3.01Sections 3.01 through 3.06 ‎3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Uniti Group Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be is required to commence an Asset Sale Disposition Offer, it shall the Issuer will follow the procedures specified belowin this Section 3.10. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five ten Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall apply all Excess Proceeds will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to Section 4.10 (the “Asset Disposition Offer Amount”) to the purchase of Notes and, if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and any other Indebtedness constituting First Lien Obligations Pari Passu Notes validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, Date and no additional interest shall will be payable to on Notes tendered and purchased from Holders who tender Notes pursuant to the Asset Sale Disposition Offer. (d) Upon the commencement of The Issuer shall commence an Asset Sale Offer, the Issuer shall send, Disposition Offer by first-class mail, postage prepaid, mailing a notice (or, in the case of Global Notes, giving a notice in accordance with the procedures of Euroclear or Clearstream) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Disposition Offer shall remain open; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Disposition Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly and that the unrepurchased portion of any Note must be at least €100,000; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, Issuer or a Paying Agent selected by the Issuer for such Asset Disposition Offer at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary Issuer or the Paying AgentAgent selected by the Issuer for such Asset Disposition Offer, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select then the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the accreted value or aggregate principal amount of the Notes or and such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes as provided in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchasedSection 4.10(b); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer shallwill, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions thereof of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and (2) not properly withdrawn; provided, that if following a repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately following such repurchase would be less than €100,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately following such repurchase is €100,000; and provided, further, that if following a repurchase of a portion of a Pari Passu Note which by its terms or the terms of its governing agreement is issuable only in specified authorized denominations, the remaining principal amount of such Pari Passu Note outstanding immediately following such repurchase would be less than the minimum authorized denomination, then the portion of such Pari Passu Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately following such repurchase is such minimum authorized denomination. The Issuer will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of that such Notes or portions thereof so tendered. (f) The Issuerwere accepted for payment by the Issuer in accordance with the terms of this covenant and, in addition, the Depositary Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Issuer or the Paying AgentAgent selected by the Issuer for such Asset Disposition Offer, as the case may be, shall will promptly (but in any case not later than ten Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Notes or Holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly tendered withdrawn by such Holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer shall will promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOfficers’ Certificate, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to will authenticate and mail or deliver such new Note) Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; provided that each such new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. In addition, the same indebtedness to Issuer will take any and all other actions required by the extent not repurchasedagreements governing the Pari Passu Notes. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall will publicly announce the results of the Asset Sale Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (gf) Prior The Issuer will comply, to 11:00 a.m. (New York City time) on the Purchase Dateextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.10 or Section 4.10, the Issuer shall deposit will comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and will not be deemed to pay the purchase price have breached its obligations under this Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. conflict. (g) Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof3.02(b), 3.05 and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Senior Notes Indenture (Darling Ingredients Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole an amount not less than €100,000 and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and any other and/or the Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall will select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased in accordance with Section 3.02 and the Issuer will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee necessary so that only no Notes or Pari Passu Indebtedness will be repurchased in denominations of $2,000 or whole multiples of $1,000 part in excess thereof are purchased)an unauthorized denomination; and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedtendered and not validly withdrawn. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City London time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Superior Industries International Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mailmail or otherwise deliver or, postage prepaidin the case of global Notes held by DTC or its nominee, electronically in accordance with DTC’s procedures, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations integral multiples of $2,000 or whole integral multiples of $1,000 in excess thereofof $2,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole integral multiples of $1,000 in excess thereof of $2,000, shall be purchased and unpurchased portions of Notes are purchasedequal to $2,000 or integral multiples of $1,000 in excess of $2,000); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchasedrepurchased in denominations of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Michaels Stores Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. The Issuers may, at their discretion, at any time and from time to time purchase Notes in the open market or otherwise. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, and Permitted Additional Pari Passu Obligations if required, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable)required by the terms of the Permitted Additional Pari Passu Obligations, or, if less than the Offer Amount has been tendered, all Notes and any other Indebtedness constituting First Lien Permitted Additional Pari Passu Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaidmail or by electronic transmission, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Permitted Additional Pari Passu Obligations if required by the terms of the Permitted Additional Pari Passu Obligations. The notice, which shall govern the terms of the Asset Sale Offer, Offer shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 (but in excess thereofa minimum amount of $2,000); (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if any of the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Permitted Additional Pari Passu Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Permitted Additional Pari Passu Obligations to be purchased shall be selected on a pro rata basis (or pursuant to applicable depositary procedures) based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Permitted Additional Pari Passu Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, and Permitted Additional Pari Passu Obligations in authorized denominations, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof and Permitted Additional Pari Passu Obligations validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and Permitted Additional Pari Passu Obligations 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to any such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, however, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (DJO Finance LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it or, pursuant to Section 4.11 hereof, the Issuers shall be required to commence a Loss Proceeds Offer, they shall follow the procedures specified below. (b) The Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds or Excess Loss Proceeds , as applicable (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer or the Loss Proceeds Offer, as applicable. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Loss Proceeds Offer, as applicable. (d) Upon the commencement of an Asset Sale Offer or a Loss Proceeds Offer, as applicable, the Issuer Issuers shall send, by first-class mail, postage prepaidmail or by electronic transmission, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or the Loss Proceeds Offer, as applicable. The Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall state: (i) that the Asset Sale Offer or the Loss Proceeds Offer, as applicable, is being made pursuant to this Section 3.09 and Section 4.10 or Section 4.11 hereof and the length of time the Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or the Loss Proceeds Offer, as applicable, may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 (but in excess thereofa minimum amount of $2,000); (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if any of the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or the Loss Proceeds Offer, as applicable, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer or the Loss Proceeds Offer, as applicable, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (DJO Finance LLC)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 1.00 or whole multiples of $1,000 1.00 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the applicable Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the applicable Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 1.00 or whole multiples of $1,000 1.00 in excess thereof are shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the applicable Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $1.00 and integral multiples of $1.00 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Travelport LTD)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the "Asset Disposition Offer Period"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the "Asset Disposition Purchase Date"), the Company or the Issuer shall will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), ) required to be purchased pursuant to Section 4.10 (the "Asset Disposition Offer Amount") or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up interest to but excluding the Asset Disposition Purchase Date, shall Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offerrecord date. (d) Upon the commencement of an Asset Sale Disposition Offer, the Company or the Issuer shall send, by first-class mail, postage prepaid, send a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Disposition Offer shall remain open; (ii) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Company and the Issuer defaults default in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Disposition Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a Note purchased pursuant to any an Asset Sale Disposition Offer shall be required to (i) surrender the such Note, with the form entitled "Option of Holder to Elect Purchase” attached to " on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the IssuerCompany, the Depositary, if appointed by the Issuerapplicable, or a Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company or the Issuer to purchase such Notes if the Company, the Issuer, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select then the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes by such method as the Trustee in denominations its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 200,000 or whole multiples of $1,000 less shall be purchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (e) On or before the Asset Disposition Purchase Date, the Company or the Issuer shallwill, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not validly withdrawn pursuant to the Asset Sale Disposition Offer, or if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness so tendered and (2) deliver not withdrawn, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $200,000. The Company or the Issuer will deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issueraccepted and that such Notes or portions thereof were accepted for payment by the Company or the Issuer in accordance with the terms of this covenant. In addition, the Depositary Company and the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Indebtedness. The Paying Agent, the Company or the Paying AgentIssuer, as the case may be, shall promptly will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered withdrawn by such Holder holder or lender, as the case may be, and accepted by the Company or the Issuer for purchase, and and, if less than all of the Notes tendered are purchased pursuant to the Asset Disposition Offer, the Issuer shall will promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication Orderauthentication order from the Issuer, shall will authenticate and mail or deliver (or cause to be transferred by book-book entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s 's Certificate of the Issuer is will be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; provided that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. In addition, the same indebtedness to Company and the extent not repurchasedIssuer will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer to the Holder thereof. The Company and the Issuer shall will publicly announce the results of the Asset Sale Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections Section 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicableSection 3.06.

Appears in 1 contract

Samples: Indenture (Sibanye Gold LTD)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer or elects to commence an Advance Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer or Advance Offer, as the case may be, shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) (the “Offer Amount”) ), to the purchase of Notes and, if required, required or not prohibited by the terms of any other Equal Priority Obligations and/or, to the extent that the assets or property disposed of in the Asset Sale were not Collateral, Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any and, if applicable, Equal Priority Obligations and/or other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer or Advance Offer, as the case may be. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to if any, to, but excluding excluding, the Purchase Date, shall be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. (d) Upon the commencement of an Asset Sale Offer or an Advance Offer, as the case may be, the Issuer shall send, electronically or by first-class mail, postage prepaidmail (or otherwise in accordance with the applicable rules and procedures of the Depositary), a notice to each of the 101 Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Advance Offer, as the case may be. The Asset Sale Offer or Advance Offer, as the case may be, shall be made to all Holders and holders and, if required or not prohibited by the terms of any other Indebtedness constituting First Lien ObligationsEqual Priority Obligations and/or, to the extent that the assets and property disposed of in the Asset Sale were not Collateral, any other Pari Passu Indebtedness, to the holders of such Equal Priority Obligations and/or Pari Passu Indebtedness, as applicable. The notice, which shall govern the terms of the Asset Sale Offer or Advance Offer, as the case may be, shall state: : (i) that the Asset Sale Offer or Advance Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer or Advance Offer, as the case may be, shall remain open; ; (ii) the Offer Amount, the purchase price and the Purchase Date; ; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; ; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Advance Offer, as the case may be, shall cease to accrue interest after the Purchase Date; ; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer or an Advance Offer, as the case may be, may elect to have Notes purchased in denominations of $2,000 1,000 or whole multiples of $1,000 in excess thereof; thereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Advance Offer, as the case may be, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; ; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; ; (viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, other Equal Priority Obligations and, to the extent that the assets and any property disposed of in the Asset Sale were not Collateral, other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, in each case, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (subject to applicable rules and procedures of the Depositary as to Global Notes) and the Issuer or the representative of such other Equal Priority Obligations and such other Pari Passu Indebtedness constituting First Lien shall select such other Equal Priority Obligations and Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.rata (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or Advance Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and and, if any Notes are purchased in part only, after the Purchase Date upon cancellation of the Note surrendered, the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any the unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer or Advance Offer, as the case may be, on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (New Fortress Energy Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Obligations with Pari Passu Lien Priority or, unless the Asset Sale is with respect to Collateral, Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), as applicable, or, if less than the Offer Amount has been tendered, all Notes Notes, Obligations with Pari Passu Lien Priority and any other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as applicable, tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders Holders, holders of Obligations with Pari Passu Lien Priority and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness, if applicable. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum amounts of $2,000 or whole multiples of $1,000 in excess thereofthereof only; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Notes, Obligations with Pari Passu Lien Obligations Priority or Pari Passu Indebtedness, as applicable, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the applicable Notes (while the Notes are in global form pursuant to the procedures of the Depositary) and the Issuer shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Obligations with Pari Passu Lien Obligations Priority or Pari Passu Indebtedness, as applicable, tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 2,000, or whole integral multiples of $1,000 in excess thereof are purchasedthereof, shall remain outstanding after such purchase); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (JELD-WEN Holding, Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it the Issuers shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuers shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuers so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Datepurchase date, the Issuer Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer Issuers any money deposited with the Trustee or the Paying Agent by the Issuer Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Hilton Grand Vacations Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of all Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 1,000 or whole multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile telegram, electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations shall be selected to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Sinclair Broadcast Group Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be is required to commence an Asset Sale Disposition Offer, it shall the Issuer will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset #96405991v19 Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any applicable Priority Secured Indebtedness and other Pari Passu Secured Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), ) required to be offered for purchase pursuant to Section 4.16 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes has been so validly tendered, all Notes and any other Priority Secured Indebtedness constituting First Lien Obligations and Pari Passu Secured Indebtedness validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments on the Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest to, up to but excluding excluding, the Asset Disposition Purchase Date, Date shall be paid paid, in cash, on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender . Unless the Issuer defaults in the payment of the purchase price for Notes accepted by the Issuer for purchase pursuant to this Section 3.10, interest will cease to accrue on the Notes or portions thereof purchased on the Asset Sale OfferDisposition Purchase Date. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer shall send, by first-class mail, postage prepaid, send a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Secured Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i28) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii29) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii30) that Notes must be tendered in integral multiples of €1,000, and any Note not properly tendered or accepted for payment shall will remain outstanding and will continue to accrue interest; (iv31) that, unless the Issuer defaults in making such the payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi32) that Holders electing to have a Note purchased pursuant to any Asset Sale Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the such Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent specified in the notice at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii33) that Holders shall be entitled to withdraw their election if the Issuer, the Common Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii34) that, if the aggregate principal amount of Notes and any other Pari Passu Secured Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select #96405991v19 then the Notes and such other Pari Passu Secured Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such other Pari Passu Secured Indebtedness constituting First Lien Obligations tendered (with such adjustments as may and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes by such method as the Trustee in denominations its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased); andpart; (ix35) that Holders whose Notes were 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) representing (the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing Notes must be equal to €2,000 and integral multiples of €1,000 in excess thereof); (36) the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered other procedures, as determined by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase DateIssuer, the Issuer shall deposit consistent with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.Section

Appears in 1 contract

Samples: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Senior Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, holders of any other Indebtedness constituting First Lien ObligationsSenior Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $€100,000 or an integral multiple of €1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Common Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Common Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Senior Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Senior Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Senior Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 €100,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Common Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Officers’ Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Aramark)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it the Issuer shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations or the Pari Passu Indebtedness, as the case may be, surrendered by the holders thereof exceeds the Offer Amount, the Trustee Issuer shall select the purchase such Notes and such other Indebtedness constituting First Lien Obligations to be purchased Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations Pari Passu Indebtedness, as the case may be, tendered (with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.093.08, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. noon (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase datePurchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.08 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Performance Food Group Co)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of First Lien Notes and, if requiredapplicable, any other Indebtedness constituting First Parity Lien Obligations (on a pro rata basis, if applicable) required to be offered for purchase pursuant to Section 4.16 (the “Asset Disposition Offer Amount”), or, if less than the Asset Disposition Offer Amount of First Lien Notes (and, if applicable, Parity Lien Obligations) has been so validly tendered, all First Lien Notes and any other Indebtedness constituting First Parity Lien Obligations validly tendered in response to the Asset Sale Disposition Offer. Payment for any First Lien Notes so purchased shall will be made in the same manner as interest payments on the First Lien Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Purchase Date to the Person in whose name a First Lien Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, mail a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender First Lien Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Parity Lien Obligations. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); and (ix3) the procedures, determined by the Company, consistent with this First Lien Indenture that Holders whose a Holder must follow in order to have its First Lien Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of First Lien Notes and Parity Lien Obligations or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all First Lien Notes and Parity Lien Obligations so tendered, all Notes tendered and (2) deliver in the case of the First Lien Notes, in integral multiples of $1.00; provided that if, following repurchase of a portion of a First Lien Note, the remaining principal amount of such First Lien Note outstanding immediately after such repurchase would be less than $1.00, then the portion of such First Lien Note so repurchased shall be reduced so that the remaining principal amount of such First Lien Note outstanding immediately after such repurchase is $1.00. The Company shall deliver, or cause to be delivered delivered, to the Trustee the First Lien Notes properly so accepted together with and an Officer’s Certificate directing the Trustee to cancel the applicable First Lien Notes and stating the aggregate principal amount of First Lien Notes or portions thereof so tenderedaccepted and that such First Lien Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (f) The IssuerPaying Agent shall promptly, but in no event later than five Business Days after termination of the Depositary Asset Disposition Offer Period, mail (or otherwise deliver in accordance with the Paying Agent, as applicable procedures of the case may be, shall promptly mail or deliver Depositary) to each tendering Holder an amount equal to the purchase price of the First Lien Notes so validly tendered and not properly tendered withdrawn by such Holder and accepted by the Issuer Company for purchase, and if less than all of the Issuer shall First Lien Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company will promptly issue a new First Lien Note, and the Trustee, upon receipt of an Authentication Order, shall will authenticate and mail (or otherwise deliver in accordance with the applicable procedures of Depositary) (or cause to be transferred by book-entry) such new First Lien Note to such Holder (it being understood that, notwithstanding anything in this First Lien Indenture to the contrary, only an Authentication Order and no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new First Lien Note) in a principal amount equal to any unpurchased portion of the First Lien Note surrendered representing the same indebtedness to the extent not repurchasedsurrendered; provided that each such new First Lien Note will be in a minimum principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. Any First Lien Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on To the Purchase Dateextent that the provisions of any securities laws or regulations conflict with the provisions of this First Lien Indenture, the Issuer Company shall deposit comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and shall not be deemed to pay the purchase price have breached its obligations under this First Lien Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. conflict. (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: First Lien Senior Secured Pik Notes Indenture (WeWork Inc.)

Offers to Repurchase by Application of Excess Proceeds. (a) In The Issuer shall follow the event that, procedures specified in clauses (b) through (f) of this Section 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the TrusteeTrustee and the Registrar, or otherwise in accordance with the procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations minimum principal amounts of $2,000 or whole and integral multiples of $1,000 only (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in excess thereofminimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto); (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee Registrar shall select the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Registrar so that only Notes in denominations of $2,000 or whole integral multiples of $1,000 (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in excess thereof are minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto) shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto). Any Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (C C Media Holdings Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of an amount not less than $2,000 or whole and in integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall shall, through the facilities of the Depositary (in the case of Global Notes) select the Notes and the Issuers shall select such other Pari Passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of an amount not less than $2,000 or whole integral multiples of $1,000 in excess thereof are purchased); and (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided, that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (B&H Contracting, L.P.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaidmail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so applicable procedures of the Depositary; provided that only no Notes in denominations of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (CONDUENT Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer shall be Company is required to commence an Asset Sale Disposition Offer, it shall the Company will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable) required to be purchased pursuant to Section 4.10 (the “Asset Disposition Offer Amount”), or, or if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been tenderedso validly tendered and not validly withdrawn, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations validly tendered and not validly withdrawn in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments on the Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, interest up to but excluding the Asset Disposition Purchase Date, Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to Date or otherwise in accordance with the Asset Sale Offerprocedures of the applicable depositary. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer Company shall send, by first-class mail, postage prepaid, send a notice (or, in the case of Global Notes, otherwise communicate in accordance with the procedures of the Depositary) to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsPari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof and the length of time the Asset Sale Disposition Offer shall remain open; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any an Asset Sale Disposition Offer may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer shall be required to (i) surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the IssuerCompany, the Depositary, if appointed by the Issuerapplicable, or a Paying Agent at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select then the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes by such method as the Trustee in denominations its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 or whole multiples of $1,000 shall be purchased in excess thereof are purchased)part; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness Indebtedness to the extent not repurchased. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (e) On or before the Asset Disposition Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not validly withdrawn pursuant to the Asset Sale Disposition Offer, or if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness so tendered and (2) deliver not withdrawn, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company shall deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.10. (f) The Issuer, the Depositary Paying Agent or the Paying AgentCompany, as the case may be, shall promptly promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly tendered withdrawn by such Holder holder or lender, as the case may be, and accepted by the Issuer Company for purchase, and and, if less than all of the Issuer Notes tendered are purchased pursuant to the Asset Disposition Offer, the Company shall promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Company, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is will be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; 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. In addition, the same indebtedness to Company will take any and all other actions required by the extent not repurchasedagreements governing the Pari Passu Indebtedness. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer shall Company will publicly announce the results of the Asset Sale Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Indenture (Ero Copper Corp.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer shall apply all Excess Proceeds (the "Offer Amount") to the purchase of Notes and, if required, any other pari passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other pari passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of any other Indebtedness constituting First Lien Obligationspari passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole integral multiples of $1,000 in excess thereofonly; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the such Note, with the form entitled "Option of Holder to Elect Purchase" attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two three Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other pari passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the applicable Person (but not the Trustee) shall select such other pari passu Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or or, for purposes of such other applicable Person's selection (but not the Trustee), such pari passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee Trustee, in the case of the Notes, and by the applicable Person (but not the Trustee), in the case of pari passu Indebtedness, so that only Notes in denominations of $2,000 1,000, or whole integral multiples of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased (to the extent that such unpurchased portion equals to $1,000 in principal amount or an integral multiples thereof) portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes promptly tendered and not withdrawn and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered and not withdrawn by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Restaurant Co of Minnesota)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.16, the Issuer shall be is required to commence an Asset Sale Disposition Offer, it shall the Issuer will follow the procedures specified below. (b) The Asset Sale Disposition Offer shall will remain open for a period of 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer shall will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the aggregate principal amount of Notes and, if requiredapplicable, any other Indebtedness constituting First Lien Obligations Indebtedness and Senior Pari Passu Indebtedness (on a pro rata basis, if applicable), ) required to be offered for purchase pursuant to Section 4.16 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes has been so validly tendered, all Notes and any other Indebtedness constituting First Lien Obligations Indebtedness and Senior Pari Passu Indebtedness validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments on the Notes are made. (c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest to, up to but excluding excluding, the Asset Disposition Purchase Date, Date shall be paid on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender . Unless the Issuer defaults in the payment of the purchase price for Notes accepted by the Issuer for purchase pursuant to this Section 3.10, interest will cease to accrue on the Notes or portions thereof purchased on the Asset Sale OfferDisposition Purchase Date. (d) Upon the commencement of an Asset Sale Disposition Offer, the Issuer shall send, by first-class mail, postage prepaid, send a notice to each of the HoldersHolders or otherwise deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Disposition Offer shall be made to all Holders and and, if required, all holders of any other Indebtedness constituting First Lien ObligationsSenior Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Disposition Offer, shall state: (i1) that the an Asset Sale Disposition Offer is being made pursuant to this Section 3.09 3.10 and Section 4.10 hereof 4.16 and the length expiration time of time the Asset Sale Disposition Offer shall remain openPeriod; (ii2) the Asset Disposition Offer Amount, the purchase price price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (iii3) that Notes must be tendered in integral multiples of €1,000, and any Note not properly tendered or accepted for payment shall will remain outstanding and will continue to accrue interest; (iv4) that, unless the Issuer defaults in making such the payment, any Note accepted for payment pursuant to the Asset Sale Disposition Offer shall will cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; (vi5) that Holders electing to have a Note purchased pursuant to any Asset Sale Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the such Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent specified in the notice at the address specified in the notice at least two prior to the close of business on the third Business Days before Day preceding the Asset Disposition Purchase Date; (vii6) that Holders shall be entitled to withdraw their election if the Issuer, the Common Depositary or the Paying Agent, as the case may be, receivesreceives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Note purchased; (viii7) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, the Trustee shall select then the Notes and such other Pari Passu Indebtedness constituting First Lien Obligations to will be purchased on a pro rata basis based on the aggregate accreted value or principal amount amount, as applicable, of the Notes or such other Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may and the selection of the Notes for purchase shall be deemed appropriate made by the Trustee so that only Notes by such method as the Trustee in denominations its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 or whole multiples of $1,000 €100,000 shall be purchased in excess thereof are purchased); andpart; (ix) 8) that Holders whose Notes were 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) representing (the same indebtedness unpurchased portion of the Notes must be equal to €100,000 and integral multiples of €1,000 in excess thereof); (9) the extent not repurchasedother procedures, as determined by the Issuer, consistent with this Section 3.10 that a Holder must follow; and (10) the Common Code and ISIN numbers of the Notes. (e) On or before the Asset Disposition Purchase Date, the Issuer shallwill, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary or as described otherwise provided in clause (d)(viii) of this Section 3.094.16(c), the Asset Disposition Offer Amount of Notes and First Lien Indebtedness (and Senior Pari Passu Indebtedness, as applicable) or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Disposition Offer, or or, if less than the Asset Disposition Offer Amount has been tenderedvalidly tendered and not properly withdrawn, all Notes tendered and First Lien Indebtedness (2and Senior Pari Passu Indebtedness, as applicable) deliver so tendered, in the case of the Notes in integral multiples of €1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than €100,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is €100,000. The Issuer will deliver, or cause to be delivered delivered, to the Trustee the Notes properly so accepted together with and to the Trustee and the Paying Agent an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tenderedaccepted and that such Notes were accepted for payment by the Issuer in accordance with the terms of this Section 3.10. In addition, the Issuer will deliver all certificates and instruments required, if any, by the agreements governing the First Lien Indebtedness and Senior Pari Passu Indebtedness, as applicable. (f) The Issuer, the Depositary Paying Agent or the Paying AgentIssuer, as the case may be, shall promptly will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail (or deliver otherwise send in accordance with the Applicable Procedures) to each tendering Holder or holder or lender of First Lien Indebtedness or Senior Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes properly or First Lien Indebtedness or Senior Pari Passu Indebtedness so validly tendered and not validly withdrawn by such Holder holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer shall will promptly issue a new Note, and the Trustee, upon receipt delivery of an Authentication OrderOrder from the Issuer, shall will authenticate and mail (or deliver otherwise send in accordance with the Applicable Procedures) (or cause to be transferred by book-book entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is shall be required for the Trustee to authenticate and mail or deliver send such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing surrendered; provided that each such new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. In addition, the same indebtedness to Issuer will take any and all other actions required by the extent not repurchasedagreements governing the First Lien Indebtedness (and Senior Pari Passu Indebtedness, as applicable). Any Note not so accepted shall will be promptly mailed or delivered sent by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior The Issuer will comply, to 11:00 a.m. (New York City time) on the Purchase Dateextent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall deposit will comply with the Trustee or with the Paying Agent money sufficient applicable securities laws and regulations and will not be deemed to pay the purchase price have breached its obligations under this Indenture by virtue of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemedconflict. Other than as specifically provided in this Section 3.09 3.10 or Section 4.10 hereof4.16, any purchase pursuant to this Section 3.09 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable3.06.

Appears in 1 contract

Samples: Senior Secured Notes Indenture (DIEBOLD NIXDORF, Inc)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Senior Notes (subject to the limitations set forth in Section 4.10(b)(1) hereof) and, if required, any other Senior Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Senior Notes and any other Senior Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale OfferOffer (subject to the limitations set forth in Section 4.10(b)(1) hereof). Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interestinterest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Senior Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Company shall send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required, holders of any other Indebtedness constituting First Lien ObligationsSenior Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Senior Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Senior Note purchased pursuant to an Asset Sale Offer may elect to have Senior Notes purchased in denominations integral multiples of $2,000 or whole multiples an integral multiple of $1,000 in excess thereof; (vi) that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Senior Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased; (viii) that, if the aggregate principal amount of Senior Notes and any other Senior Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Senior Notes and such other Senior Indebtedness constituting First Lien Obligations to be purchased on a pro rata basis (subject to the limitations set forth in Section 4.10(b)(1) hereof) based on the accreted value or principal amount of the Senior Notes or such other Senior Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Senior Notes in denominations of $2,000 2,000, or whole multiples an integral multiple of $1,000 in excess thereof are thereof, shall be purchased); and (ix) that Holders whose Senior Notes were purchased only in part shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viiito the extent necessary and subject to Section 4.10(b)(1) of this Section 3.09hereof, the Offer Amount of Senior Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Senior Notes tendered and (2) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes or portions thereof so tendered. (f) The IssuerCompany, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Senior Notes properly tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Senior Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Senior Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Senior Note) in a principal amount equal to any unpurchased portion of the Senior Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Senior Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Senior Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Appears in 1 contract

Samples: Indenture (Hawker Beechcraft Quality Support Co)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof4.10, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredapplicable, any other Senior Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Senior Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer The Issuers shall send, by first-class mail, postage prepaidmail (or electronic transmission) at least 30 but not more than 60 days before the Purchase Date, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, at the option of the Issuers in accordance with Section 4.10, to holders of any other Indebtedness constituting First Lien ObligationsSenior Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:: 509335-1996-14206-13941291 (i1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv4) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v5) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations amounts of $2,000 or whole in integral multiples of $1,000 in excess thereofthereof only; (vi6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii7) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) 8) that, if the aggregate principal amount of Notes and any other Senior Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (and the applicable agent or trustee will select such other Indebtedness constituting First Lien Obligations Senior Pari Passu Indebtedness) to be purchased in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) on a pro rata basis based on the accreted value or principal amount of the Notes or such other Senior Pari Passu Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 or whole in integral multiples of $1,000 in excess thereof are thereof, shall be purchased), provided that Notes represented by Global Notes shall be selected in accordance with the procedures of DTC; provided, further, that the selection of such Senior Pari Passu Indebtedness shall be made by the 509335-1996-14206-13941291 applicable trustee, agent or representative pursuant to the terms of such Indebtedness; and (ix9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce notify the Holders of the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section 3.09 or Section 4.10 hereof4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof3.06. For the avoidance of doubt, and references therein the Trustee shall have no duties or obligations under this Section 3.09 with respect to “redeem,” “redemption” and similar words shall be deemed any Senior Pari Passu Indebtedness or to refer to “purchase,” “repurchase” and similar wordsany holder, as applicabletrustee, agent or representative thereof.

Appears in 1 contract

Samples: Indenture (Realogy Holdings Corp.)

Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section ‎‎Section 4.10 hereof, the Issuer Issuers shall be required to commence an Asset Sale Offer, it they shall follow the procedures specified below. (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if requiredrequired by the terms of any Pari Passu Indebtedness, any other such Pari Passu Indebtedness constituting First Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and any other Pari Passu Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (d) Upon the commencement of an Asset Sale Offer, the Issuer Issuers shall send, by first-class mail, postage prepaid, transmit a notice to each of the Holders, with a copy to the TrusteeTrustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and and, if required by the terms of any Pari Passu Indebtedness, holders of any other Indebtedness constituting First Lien Obligationssuch Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (i) that the Asset Sale Offer is being made pursuant to this Section ‎‎Section 3.09 and Section ‎‎Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (v) that any Holder Holders electing to have less than all of the aggregate principal amount of its Notes a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole and integral multiples of $1,000 in excess thereofof $2,000; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or a Paying Agent at the address specified in the notice at least two Business Days three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receivesreceive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and any other Pari Passu Indebtedness constituting First Lien Obligations surrendered by the holders Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers or the agent for such other Pari Passu Indebtedness constituting First Lien Obligations shall select such Pari Passu Indebtedness to be purchased ‎(a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, ‎(b) on a pro rata basis based on the accreted value or principal amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such other Indebtedness constituting First Lien Obligations tendered (similar method in accordance with such adjustments as may be deemed appropriate by the Trustee so procedures of DTC; provided that only Notes in denominations no notes of $2,000 or whole multiples of $1,000 less shall be repurchased in excess thereof are purchased)part; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (e) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, (1) 1)‎ accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes 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 thereof so tendered. (f) The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. Other than as specifically provided in this Section ‎‎Section 3.09 or Section ‎‎Section 4.10 hereof, any purchase pursuant to this Section ‎‎Section 3.09 shall be made pursuant to the applicable provisions of Sections ‎‎Sections 3.01 through 3.06 ‎3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

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Samples: Indenture (Uniti Group Inc.)