Payment by Issuance of Class A Common Stock. On each Purchase Date other than the initial one, at the option of the Company, the Purchase Price of Notes in respect of which a Purchase Notice pursuant to Section 3.09(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Noteholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Notes in cash by (ii) the Market Price of a share of Class A Common Stock, subject to the next succeeding paragraph. The Company may not issue a fractional share of Class A Common Stock in payment of the Purchase Price. Instead the Company shall pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined, to the nearest 1/1,000th of a share, by multiplying the Market Price of a share of Class A Common Stock by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Note purchased, the number of shares of Class A Common Stock shall be based on the aggregate amount of Notes to be purchased. If the Company elects to purchase the Notes by delivering shares of Class A Common Stock, the Company Notice, as provided in Section 3.09(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Notes pursuant to Section 309 through the issuance of shares of Class A Common Stock on the Purchase Date in 2003, 2004, 2005, 2006, 2011 or 2016 shall be conditioned upon: (i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of election to purchase all or a specified percentage of the Notes with Class A Common Stock as provided herein; (ii) the shares of Class A Common Stock having been admitted for listing or admitted for listing subject to notice of issuance on the principal United States securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a national or regional securities exchange, as quoted on the National Association of Securities Dealers Automated Quotation System; (iii) the registration of the shares of Class A Common Stock to be issued in respect of the payment of the Purchase Price under the Securities Act and the Exchange Act, in each case if required; (iv) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (v) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, each stating that (A) the terms of the issuance of the Class A Common Stock are in conformity with this Indenture and (B) the shares of Class A Common Stock to be issued by the Company in payment of the Purchase Price in respect of Notes have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price in respect of the Notes, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that conditions (i), (ii), (iii) and (iv) above and the condition set forth in the second
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Cox Communications Inc /De/)
Payment by Issuance of Class A Common Stock. On each Purchase Date other than the initial oneDate, at ------------------------------------------- the option of the Company, the Purchase Price of Notes Securities in respect of which a Purchase Notice pursuant to Section 3.09(a3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Noteholders Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Notes Securities in cash by (ii) the Market Price of a share of Class A Common Stock, subject to the next succeeding paragraph. The Company may will not issue a fractional share of Class A Common Stock in payment of the Purchase Price. Instead the Company shall will pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined, to the nearest 1/1,000th of a share, determined by multiplying the Market Price of a share of Class A Common Stock by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Note Security purchased, the number of shares of Class A Common Stock shall be based on the aggregate amount of Notes Securities to be purchased. If the Company elects to purchase the Notes Securities by delivering the issuance of shares of Class A Common Stock, the Company Notice, as provided in Section 3.09(e3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Notes Securities pursuant to Section 309 3.08 through the issuance of shares of Class A Common Stock on the Purchase Date in 2003, 2004, 2005, 2006, 2011 or 2016 shall be conditioned upon:
(i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of election to purchase all or a specified percentage of the Notes Securities with Class A Common Stock as provided herein;
(ii) the shares of Class A Common Stock having been admitted for listing or admitted for listing subject to notice of issuance on the principal United States securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a national or regional securities exchange, as quoted on the National Association of Securities Dealers Automated Quotation System;
(iii) the registration of the shares of Class A Common Stock to be issued in respect of the payment of the Purchase Price under the Securities Act and of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case case, if required;
(iviii) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and
(viv) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, Counsel each stating that (A) the terms of the issuance of the Class A Common Stock are in conformity with this Indenture and (B) the shares of Class A Common Stock to be issued by the Company in payment of the Purchase Price in respect of Notes Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price in respect of the NotesSecurities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that conditions (i), (ii), (iii) and (iviii) above and the condition set forth in the secondsecond succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (ii) and (iii) above has been satisfied.
Appears in 1 contract
Payment by Issuance of Class A Common Stock. On each Purchase Date other than the initial one, at the option of the Company, the Purchase Price of Notes in respect of which a Purchase Notice pursuant to Section 3.09(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Noteholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Notes in cash by (ii) the Market Price of a share of Class A Common Stock, subject to the next succeeding paragraph. The Company may not issue a fractional share of Class A Common Stock in payment of the Purchase Price. Instead the Company shall pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined, to the nearest 1/1,000th of a share, by multiplying the Market Price of a share of Class A Common Stock by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Note purchased, the number of shares of Class A Common Stock shall be based on the aggregate amount of Notes to be purchased. If the Company elects to purchase the Notes by delivering shares of Class A Common Stock, the Company Notice, as provided in Section 3.09(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Notes pursuant to Section 309 through the issuance of shares of Class A Common Stock on the Purchase Date in 2003, 2004, 2005, 2006, 2011 or 2016 shall be conditioned upon:
(i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of election to purchase all or a specified percentage of the Notes with Class A Common Stock as provided herein;
(ii) the shares of Class A Common Stock having been admitted for listing or admitted for listing subject to notice of issuance on the principal United States securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a national or regional securities exchange, as quoted on the National Association of Securities Dealers Automated Quotation System;
(iii) the registration of the shares of Class A Common Stock to be issued in respect of the payment of the Purchase Price under the Securities Act and the Exchange Act, in each case if required;
(iv) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and
(v) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, each stating that (A) the terms of the issuance of the Class A Common Stock are in conformity with this Indenture and (B) the shares of Class A Common Stock to be issued by the Company in payment of the Purchase Price in respect of Notes have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price in respect of the Notes, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that conditions (i), (ii), (iii) and (iv) above and the condition set forth in the secondsecond succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (ii) and (iii) above has been satisfied.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Cox Communications Inc /De/)
Payment by Issuance of Class A Common Stock. On each Purchase Date other than the initial one------------------------------------------- after January 28, 2005 or on any Fundamental Change Purchase Date, at the option of the Company, the Purchase Price or Fundamental Change Purchase Price of Notes Securities in respect of which a Purchase Notice pursuant to Section 3.09(a) or Fundamental Change Purchase Notice has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Noteholders Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Fundamental Change Purchase Price of such Notes Securities in cash by (ii) the Market Price of a share of Class A Common Stock, subject to the next succeeding paragraph. The date for on which the Market Price will be determined (for purposes of calculating the Purchase Price or Fundamental Change Purchase Price as the case may be) will be selected by the Company may and disclosed to Holders pursuant to Section 3.10(d). Since the Market Price of Class A Common Stock will be determined prior to the applicable Purchase Date or Fundamental Change Purchase Date, Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Date or Fundamental Change Purchase Date. The Company will not issue a fractional share of Class A Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price. Instead the Company shall will pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined, to the nearest 1/1,000th of a share, determined by multiplying the Market Price of a share of Class A Common Stock by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Note Security purchased, the number of shares of Class A Common Stock shall be based on the aggregate amount of Notes Securities to be purchased. If the Company elects to purchase the Notes Securities by delivering the issuance of shares of Class A Common Stock, the Company Notice, as provided in Section 3.09(e3.10(d), ------- shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Notes Securities pursuant to Section 309 3.08 or 3.09 through the issuance of shares of Class A ---- Common Stock on the Purchase Date in 2003, 2004, 2005, 2006, 2011 or 2016 shall be conditioned upon:
(i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of election to purchase all or a specified percentage of the Notes Securities with Class A Common Stock as provided herein;
(ii) the shares of Class A Common Stock having been admitted for listing or admitted for listing subject to notice of issuance on the principal United States securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a national or regional securities exchange, as quoted on the National Association of Securities Dealers Automated Quotation System;
(iii) the registration of the shares of Class A Common Stock to be issued in respect of the payment of the Purchase Price under the Securities Act and of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case case, if required;
(iviii) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and
(viv) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, Counsel each stating that (A) the terms of the issuance of the Class A Common Stock are in conformity with this Indenture and (B) the shares of Class A Common Stock to be issued by the Company in payment of the Purchase Price or Fundamental Change Purchase Price in respect of Notes Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price or Fundamental Change Purchase Price in respect of the NotesSecurities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that conditions (i), (ii), (iii) and (iviii) above and the condition set forth in the secondsecond succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (ii) and (iii) above has been satisfied.
Appears in 1 contract
