Optional Put. (a) Subject to the provisions of this ARTICLE IV, each Holder shall have the right, at the Holder’s option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February 1, 2011, February 1, 2016 and February 1, 2021 (each a “Purchase Date”). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the “Purchase Price”). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date. (b) On or before the 22nd Business Day prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1; (ii) the Purchase Date; (iii) the Purchase Price; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) briefly, the conversion rights of the Securities, if any, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities; (vi) the Conversion Rate and any adjustments thereto; (vii) that the Securities as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (viii) that the Securities must be surrendered to the Paying Agent to collect payment; (ix) that the Purchase Price for any Securities as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities as described in Section 4.1(b)(viii); (x) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights; (xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or Additional Interest, if any), on Securities surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and (xiii) the CUSIP number(s) of the Securities. At the Company’s request, the Trustee shall give the notice of purchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such written notice. (c) A Holder may exercise its rights specified in Section 4.1(a) upon delivery of a written notice (which, in the case of Certificated Securities, shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall be a notice delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Purchase Notice”) to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issued, the certificate number or numbers of the Security or Securities which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount of the Security which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Security. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Samples: Indenture (DRS Technologies Inc)
Optional Put. (a) Subject to the provisions of this ARTICLE Article IV, each Holder shall have the right, at the Holder’s 's option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February December 1, 20112009, February December 1, 2016 2014 and February December 1, 2021 2019 (each a “Purchase Date”"PURCHASE DATE"). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excludingnot including, the Purchase Date (the “Purchase Price”"PURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date.
(b) On or before the 22nd No later than 22 Business Day Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the SecuritiesNotes, if any, and that the Holder must satisfy the requirements set forth in this Indenture ARTICLE XII in order to convert the SecuritiesNotes;
(vi) the Conversion Rate and any adjustments thereto;
(vii) that the Securities Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viii) that the Securities Notes must be surrendered to the Paying Agent to collect paymentthe Purchase Price;
(ix) that the Purchase Price for any Securities Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities Notes as described in Section 4.1(b)(viii);
(x) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;
(xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;
(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or and Additional Interest, if any), ) on Securities Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and
(xiii) the CUSIP number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee shall give the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord comply with the procedures of the Depositary applicable to the purchase of Global SecuritiesApplicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1(a) 4.1 upon delivery of a written notice (which, in the case of Certificated Securities, which shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” " hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall may be a notice delivered electronically or by other means in accordance with the Depositary’s customary proceduresApplicable Procedures) of the exercise of such rights (a “Purchase Notice”"PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issuedNotes, the certificate number or numbers of the Security Note or Securities Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount of the Security Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities Notes and this IndentureSection 4.1. Delivery of a Security Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Security Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such SecurityNote. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Samples: Indenture (Synaptics Inc)
Optional Put. (a) Subject to the provisions of this ARTICLE Article IV, each Holder shall have the right, at the Holder’s 's option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February December 1, 20112009, February December 1, 2016 2014 and February December 1, 2021 2019 (each a “Purchase Date”"PURCHASE DATE"). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest (including Additional Interest, if any) to, but excludingnot including, the Purchase Date (the “Purchase Price”"PURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date.
(b) On or before the 22nd No later than 22 Business Day Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the SecuritiesNotes, if any, and that the Holder must satisfy the requirements set forth in this Indenture Article XII in order to convert the SecuritiesNotes;
(vi) the Conversion Rate and any adjustments thereto;
(vii) that the Securities Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viii) that the Securities Notes must be surrendered to the Paying Agent to collect paymentthe Purchase Price;
(ix) that the Purchase Price for any Securities Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities Notes as described in Section 4.1(b)(viii);
(x) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;
(xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;
(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or any Additional Interest, if any), ) on Securities Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and
(xiii) the CUSIP number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee shall give the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord comply with the procedures of the Depositary applicable to the purchase of Global SecuritiesApplicable Procedures. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1(a) 4.1 upon delivery of a written notice (which, in the case of Certificated Securities, which shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” " hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall may be a notice delivered electronically or by other means in accordance with the Depositary’s 's customary procedures) of the exercise of such rights (a “Purchase Notice”"PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issuedNotes, the certificate number or numbers of the Security Note or Securities Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount of the Security Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities Notes and this IndentureSection 4.1. Delivery of a Security Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Security Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such SecurityNote. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Samples: Indenture (Cray Inc)
Optional Put. (a) Subject to the provisions of this ARTICLE IV, each Each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount Principal Amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February 1December 15, 20112008, February 1December 15, 2016 2013 and February 1December 15, 2021 2018 (each a “Purchase Date”"PURCHASE DATE"). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount Principal Amount plus any accrued and unpaid cash interest (including any Additional Interest, if any) to, but excluding, the Purchase Date (the “Purchase Price”"PURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Record Date but on or before Holder elects to require the corresponding Interest Payment DateCompany to purchase such Holder's Securities, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security Securities and not to the Holder on the Regular Record Date.
(b) On or before the 22nd No later than 22 Business Day Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the Securities, if any, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities;
(vi) the Conversion Rate and any adjustments thereto;
(viivi) that the Securities as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE Article XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viiivii) that the Securities must be surrendered to the Paying Agent to collect payment;
(ixviii) that the Purchase Price for any Securities Security as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities Security as described in Section 4.1(b)(viii4.1(b)(vii);
(xix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;
(x) briefly, the conversion rights of the Securities, if any, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities;
(xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;
(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or any Additional Interest), if any), on Securities surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and
(xiii) the CUSIP number(s) of the Securities. At the Company’s 's request, the Trustee shall give the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make publish a Public Notice notice containing all information specified in such written noticenotice in a newspaper of general circulation in New York, New York, or publish such information on the Company's website, or through such other public medium that reasonably could be expected to inform Holders of such information.
(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1(a) 4.1 upon delivery of a written notice (which, in the case of Certificated Securities, which shall be in substantially the form included on the reverse side of the Securities entitled “"Option of Holder to Elect Purchase” " hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall may be a notice delivered electronically or by other means in accordance with the Depositary’s 's customary procedures) of the exercise of such rights (a “Purchase Notice”"PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issuedSecurities, the certificate number or numbers of the Security or Securities which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount Principal Amount of the Security which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security if the principal amount Principal Amount of such portion is $1,000 or an integral multiple thereofof $1,000. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Security. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Optional Put. (a) Subject to the provisions of this ARTICLE Article IV, each Holder shall have the right, at the Holder’s option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February May 1, 20112009, February May 1, 2016 2014 and February May 1, 2021 2019 (each a “Purchase Date”). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus accrued and unpaid interest (including and Additional Interest, if any) , to, but excluding, the Purchase Date (the “Purchase Price”). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date.
(b) On or before the 22nd No later than 22 Business Day Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the SecuritiesNotes, if any, and that the Holder must satisfy the requirements set forth in this the Indenture in order to convert the SecuritiesNotes;
(vi) the Conversion Rate and any adjustments thereto;
(vii) that the Securities Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viii) that the Securities Notes must be surrendered to the Paying Agent to collect payment;
(ix) that the Purchase Price for any Securities Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities Notes as described in Section 4.1(b)(viii);
(x) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;
(xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;
(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or any Additional Interest), if any), on Securities Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and
(xiii) the CUSIP number(s) of the SecuritiesNotes. At the Company’s request, the Trustee shall give the notice of purchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1(a) 4.1 upon delivery of a written notice (which, in the case of Certificated Securities, which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall may be a notice delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Purchase Notice”) to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issuedSecurities, the certificate serial number or numbers of the Security Note or Securities Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount of the Security Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Security Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such SecurityNote. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
Appears in 1 contract
Samples: Indenture (CTS Corp)
Optional Put. (a) Subject to the provisions of this ARTICLE IV, each Each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February 1, 2011, February 1, 2016 2014 and February 1, 2021 2019 (each a “Purchase Date”). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount Accreted Principal Amount plus accrued and unpaid interest (including interest, Contingent Interest and Additional Interest, if any) , to, but excluding, the Purchase Date (the “Purchase Price”). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the repurchased Security and not the Holder on the Record Date.
(b) On or before the 22nd No later than 22 Business Day Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable:
(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1;
(ii) the Purchase Date;
(iii) the Purchase Price;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the Securities, if any, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities;
(vi) the Conversion Rate and any adjustments thereto;
(viivi) that the Securities Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(viiivii) that the Securities Notes must be surrendered to the Paying Agent to collect payment;
(ixviii) that the Purchase Price for any Securities Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Securities Security as described in Section 4.1(b)(viii4.1(b)(vii);
(xix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;
(x) briefly, the conversion rights of the Notes, if any, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Notes;
(xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;
(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest or any Additional Interest), if any), on Securities Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and
and (xiii) the CUSIP number(s) of the SecuritiesNotes. At the Company’s request, the Trustee shall give the notice of purchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Securities are Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such written notice.
(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1(a) 4.1 upon delivery of a written notice (which, in the case of Certificated Securities, which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, shall may be a notice delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Purchase Notice”) to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., Eastern Standard time, the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities have been issuedSecurities, the certificate serial number or numbers of the Security Note or Securities Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (iii) the portion of the principal amount Principal Amount at Issuance of the Security Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security Note if the principal amount Principal Amount at Issuance of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Security Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such SecurityNote. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
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