Purchase at Option of Holders Sample Clauses

Purchase at Option of Holders. Section 12.01.
Sample 1
Purchase at Option of Holders. (a) Securities shall be purchased by the Company at the option of the Holder for cash on May 15, 2014, May 15, 2019 and May 15, 2024, or the next Business Day after each such date if any such date is not a Business Day (each, a “Purchase Date”), at a purchase price (the “Purchase Price”) equal to 100% of the principal amount of the Securities to be purchased. The Company shall pay any accrued and unpaid interest, thereon to (but excluding) such Purchase Date to the Holders of such Securities on the Record Date immediately preceding such Purchase Date. Unless the Company has issued a Redemption Notice to redeem the Securities as set forth in Section 6.01, not later than 20 Business Days prior to any Purchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law), and shall publish such Company Notice in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. The Company Notice shall include a form of purchase notice to be completed by a Holder and shall state:
Sample 1
Purchase at Option of Holders. Upon a Fundamental Change 11 SECTION 3.02. Effect of Fundamental Change Purchase Notice 13 SECTION 3.03. Withdrawal of Fundamental Change Purchase Notice 14 SECTION 3.04. Deposit of Fundamental Change Purchase Price 14 SECTION 3.05. Notes Purchased in Whole or in Part 14 SECTION 3.06. Covenant to Comply With Notes Laws Upon Purchase of Notes 15 SECTION 3.07. Repayment to the Company 15 ARTICLE 4 CONVERSION SECTION 4.01. Right to Convert 15 SECTION 4.02. Conversion Procedures 17 SECTION 4.03. Payments Upon Conversion 18 SECTION 4.04. Adjustment of Conversion Rate 20 SECTION 4.05. Adjustments of Average Prices 29 SECTION 4.06. Adjustments Upon Certain Fundamental Changes 29 SECTION 4.07. Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale 30 SECTION 4.08. Taxes on Shares Issued 31 SECTION 4.09. Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock 32 SECTION 4.10. Responsibility of Trustee 32 SECTION 4.11. Notice to Holders Prior to Certain Actions 33 SECTION 4.12. Stockholder Rights Plan 33 ARTICLE 5 REMEDIES SECTION 5.01. Events of Default 34 SECTION 5.02. Additional Interest 35 SECTION 5.03. Acceleration 35
Sample 1
Purchase at Option of Holders. Upon a Fundamental Change 22 SECTION 3.02. Effect of Fundamental Change Purchase Notice 25 SECTION 3.03. Withdrawal of Fundamental Change Purchase Notice 25 SECTION 3.04. Deposit of Fundamental Change Purchase Price 26 SECTION 3.05. Notes Purchased in Whole or in Part 26 SECTION 3.06. Covenant to Comply With Applicable Laws Upon Purchase of Notes 26 SECTION 3.07. Repayment to the Company 26 ARTICLE 4 CONVERSION 27 SECTION 4.01. Right to Convert 27 SECTION 4.02. Conversion Procedures 29 SECTION 4.03. Settlement Upon Conversion 31 SECTION 4.04. Adjustment of Conversion Rate 33 SECTION 4.05. Certain Other Adjustments 42 SECTION 4.06. Adjustments Upon Certain Fundamental Changes or Redemption Notices 42 SECTION 4.07. Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale 44 SECTION 4.08. Taxes on Shares Issued 45
Sample 1
Purchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash on each of December 20, 2014, December 20, 2018, December 20, 2021 and December 20, 2026 (each, a “Purchase Date”), all of such Holder’s Notes (provided that such right will not apply to Notes subject to an Optional Redemption to be effected in accordance with Article 16 in which an amount of cash sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date (which Redemption Date shall be on or before the applicable Purchase Date) has been deposited with the Paying Agent, or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall have been segregated and held in trust as provided in Section 7.05), or any portion thereof that is a multiple of $1,000 principal amount, at a purchase price (the “Purchase Price”) that is equal to 100% of the principal amount of the Notes to be purchased, together with accrued and unpaid interest to, but excluding, such Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the relevant Purchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding such Purchase Date. Not later than 20 Business Days prior to each Purchase Date, the Company shall send a notice (the “Company Notice”) to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Purchase Notice to be completed by a holder and shall state:
Sample 1
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Purchase at Option of Holders. ON A SPECIFIED DATE
Sample 1
Purchase at Option of Holders 
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Related to Purchase at Option of Holders

  • Repurchase at Option of Holders (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on September 15, 2028 (the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state:

  • Repurchase at Option of Holder (a) If there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

  • Conversion at Option of Holder (A) This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (as defined in Section 4) (subject to the limitations on conversion set forth in Section 3(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding amount of this Debenture to be converted by (y) the Conversion Price (as defined in Section 3(c)(i)). The Obligor shall deliver Common Stock certificates to the Holder prior to the Fifth (5th) Trading Day after a Conversion Date.

  • REPURCHASE OF NOTES AT OPTION OF HOLDERS 73 Section 10.01 Repurchase at Option of Holder Upon Fundamental Change. 73 Section 10.02 Withdrawal of Fundamental Change Repurchase Notice. 75

  • Repurchase at Option of Holder Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder of Securities shall have the right (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Securities (or any portion thereof that is equal to $1,000 in principal amount or an integral multiples of $1,000 in excess thereof), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) Business Days, and no earlier than twenty (20) Business Days (or as such period may be extended pursuant to Section 3.01(j)), after the date the Fundamental Change Notice is sent in accordance with Section 3.01(b), at a price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions:

  • Conversions at Option of Holder Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash.

  • Repurchase at the Option of Holders If a Change of Control occurs at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

  • REPURCHASE AT THE OPTION OF HOLDER (a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

  • REPAYMENT AT THE OPTION OF HOLDERS Section 13.1 Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.

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