Purchase at the Option of the Holder Upon a Fundamental Change. (a) If there shall have occurred a Fundamental Change, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes in integral multiples of $1,000 principal amount on a date selected by the Company (the “Fundamental Change Purchase Date”), which Fundamental Change Purchase Date shall be no later than 35 Trading Days after the occurrence of such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in which event the Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days’ notice, at a purchase price equal to the sum of (x) 100% of the principal amount of the Notes to be purchased, plus (y) in the case of a Fundamental Change set forth in clause (i), (ii), (iii) or (iv) below only, the Make-Whole Amount, plus (z) accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. The Company shall determine the Make-Whole Amount. A “Fundamental Change” shall be deemed to have occurred at such time as any of the following events shall occur: (i) any “person” or “group”, other than the Company, its Subsidiaries or any employee benefits plan of the Company or its Subsidiaries, files, or is required by applicable law to file, a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person has become the direct or indirect beneficial owner of shares with a majority of the total voting power of the Company’s outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act; (ii) the Company consolidates with or merges with or into another Person (other than a Subsidiary of the Company), or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any Person (other than a Subsidiary of the Company) or any Person (other than a Subsidiary of the Company) consolidates with or merges with or into the Company, provided that none of the circumstances set forth in this clause (ii) will be a Fundamental Change if Persons that beneficially own the Voting Securities of the Company immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding Voting Securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Company’s Voting Securities immediately prior to the transaction; (iii) Continuing Directors cease to constitute at least a majority of the Board of Directors; (iv) the Company’s stockholders or Board of Directors adopts a plan for the liquidation or dissolution of the Company; or (v) upon the occurrence of a Termination of Trading (other than in connection with an Unexpected Delisting). For purposes of defining a Fundamental Change:
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Samples: Indenture (Power One Inc), Securities Purchase Agreement (Power One Inc)
Purchase at the Option of the Holder Upon a Fundamental Change. (a) If there shall have occurred a Fundamental ChangeChange occurs, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for Cash any or all or any portion of such Holder’s Notes in integral multiples of $1,000 principal amount Securities on a date selected specified by the Company that is no later than 35 days, and no earlier than 20 days, after the date of the Company Notice of the occurrence of such Fundamental Change (the “Fundamental Change Purchase Date”), which . The Company shall purchase such Securities at a price (the “Fundamental Change Purchase Date Price”), which shall be no later than 35 Trading Days after the occurrence of such Fundamental Changepaid in cash, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in which event the Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days’ notice, at a purchase price equal to the sum of (x) 100% of the principal amount of the Notes Securities to be purchased, purchased plus (y) in the case of a Fundamental Change set forth in clause (i), (ii), (iii) or (iv) below only, the Make-Whole Amount, plus (z) any accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”)Date, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if unless the Fundamental Change Purchase Date is after between a Regular Record Date and on or prior to the Interest Payment Date to which it relates, in which case the Fundamental Change Purchase Price shall equal 100% of the principal amount of Securities to be purchased, and accrued and unpaid interest accrued to the Interest Payment Date will shall be paid to Holders the Holder of record on the Notes as of the preceding Regular Record Date. .
(b) The Company shall determine the Make-Whole Amount. A “Fundamental Change” shall be deemed mail to have occurred at such time as any of the following events shall occur:
(i) any “person” or “group”, other than the Company, its Subsidiaries or any employee benefits plan of the all Holders a Company or its Subsidiaries, files, or is required by applicable law to file, a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person has become the direct or indirect beneficial owner of shares with a majority of the total voting power of the Company’s outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act;
(ii) the Company consolidates with or merges with or into another Person (other than a Subsidiary of the Company), or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any Person (other than a Subsidiary of the Company) or any Person (other than a Subsidiary of the Company) consolidates with or merges with or into the Company, provided that none of the circumstances set forth in this clause (ii) will be a Fundamental Change if Persons that beneficially own the Voting Securities of the Company immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding Voting Securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Company’s Voting Securities immediately prior to the transaction;
(iii) Continuing Directors cease to constitute at least a majority of the Board of Directors;
(iv) the Company’s stockholders or Board of Directors adopts a plan for the liquidation or dissolution of the Company; or
(v) Notice upon the occurrence of a Termination Fundamental Change and of Trading (other than in connection with an Unexpected Delisting). For purposes the purchase right arising as a result thereof, including the information required by Section 8.03 hereof, on or before the 10th Business Day after the occurrence of defining a such Fundamental Change.
(c) For a Security to be so purchased at the option of the Holder pursuant to this Section 8.01, such Holder must (i) deliver to the Paying Agent a written notice of purchase (a “Fundamental Change Purchase Notice”) in the form entitled “Form of Fundamental Change Purchase Notice” attached to the Security duly completed, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, stating:
(A) if the Securities are in the form of Definitive Securities, the certificate numbers of the Securities which the Holder shall deliver to be purchased;
(B) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and
(C) that such Securities shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in Section 8.01 of this First Supplemental Indenture, and
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Purchase at the Option of the Holder Upon a Fundamental Change. (a) If there shall have occurred a Fundamental ChangeChange occurs, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for Cash any or all or any portion of such Holder’s Notes in integral multiples of $1,000 principal amount Securities on a date selected specified by the Company that is no later than 35 days, and no earlier than 20 days, after the date of the Company Notice of the occurrence of such Fundamental Change (the “Fundamental Change Purchase Date”), which Fundamental Change Purchase Date ; and the Company shall be no later than 35 Trading Days after the occurrence of purchase such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in which event the Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days’ notice, Securities at a purchase price equal to the sum of (x) 100% of the principal amount of the Notes to be purchased, plus (y) in the case of a Fundamental Change set forth in clause (i), (ii), (iii) or (iv) below only, the Make-Whole Amount, plus (z) accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject which shall be paid entirely for cash (with no amount of Interest being payable in Additional Securities), equal to satisfaction by or on behalf 100% of the Holder principal amount of the requirements set forth in Section 3.01(c); provided that Securities to be purchased plus (i) the applicable Fundamental Change Make-Whole Amount, if any, and (ii) any accrued and unpaid Interest to, but excluding, the Fundamental Change Purchase Date, unless the Fundamental Change Purchase Date is after between a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest in which case the Fundamental Change Purchase Price shall equal 100% of the principal amount of Securities to be purchased plus (i) the applicable Fundamental Change Make Whole Amount, if any, and (ii) any accrued to the and unpaid Interest (other than accrued and unpaid Interest due on such Interest Payment Date), and such accrued and unpaid Interest so due on such Interest Payment Date will shall be paid on such Interest Payment Date to the Holder of record on the corresponding Regular Record Date.
(b) The Company shall mail to all Holders and the Trustee a Company Notice upon the occurrence of a Fundamental Change and of the Notes purchase right arising as a result thereof, including the information required by Section 8.03 hereof, on or before the 10th Business Day after the occurrence of such Fundamental Change.
(c) For a Security to be so purchased at the option of the Holder pursuant to this Section 8.01, such Holder must (i) deliver to the Paying Agent a written notice of purchase (a “Fundamental Change Purchase Notice”) in the form entitled “Form of Fundamental Change Purchase Notice” attached to the Security duly completed, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, stating:
(A) if the Securities are in the form of Definitive Securities, the certificate numbers of the Securities which the Holder shall deliver to be purchased;
(B) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in an authorized denomination (or the entire aggregate principal amount of the Securities held by such Holder); and
(C) that such Securities shall be purchased as of the preceding Regular Record DateFundamental Change Purchase Date pursuant to the terms and conditions specified in Section 8.01 of this Fourth Supplemental Indenture. The Holder shall deliver or book-entry transfer such Securities to the Paying Agent (together with all necessary endorsements) at the offices of the Paying Agent after delivery of the Fundamental Change Purchase Notice, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 8.01 only if the Securities so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice. If the Securities are in the form of Global Securities, the Fundamental Change Purchase Notice must comply with the appropriate Depositary procedures. The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Fourth Supplemental Indenture, or (y) held by it during the continuance of an acceleration of the principal amount of the Securities (other than an acceleration in connection with an Event of Default resulting from a failure by the Company shall determine to pay the Make-Whole Amount. A “Fundamental Change” Change Purchase Price with respect to such Securities) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have occurred at been withdrawn.
(d) The Company shall purchase from a Holder, pursuant to this Section 8.01, Securities if the principal amount of such time as any Securities is in an authorized denomination (or the entire aggregate principal amount of the following events shall occur:
(iSecurities held by such Holder) any “person” or “group”, other than the Company, its Subsidiaries or any employee benefits plan of the Company or its Subsidiaries, files, or is required if so requested by applicable law to file, a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant such Holder. Notwithstanding anything herein to the Exchange Actcontrary, disclosing that such person has become the direct or indirect beneficial owner of shares with a majority of the total voting power of the Company’s outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant any Holder delivering to the applicable rules and regulations under Paying Agent the Exchange Act;
(ii) the Company consolidates with or merges with or into another Person (other than a Subsidiary of the Company), or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any Person (other than a Subsidiary of the Company) or any Person (other than a Subsidiary of the Company) consolidates with or merges with or into the Company, provided that none of the circumstances set forth in this clause (ii) will be a Fundamental Change if Persons that beneficially own Purchase Notice contemplated by this Section 8.01 shall have the Voting Securities right at any time prior to the Close of Business on the Company Business Day immediately prior to the transaction own, directly Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or indirectly, shares in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with a majority Section 8.03(b). The Paying Agent shall promptly notify the Company of the total voting power receipt by it of all outstanding Voting Securities any Fundamental Change Purchase Notice or written notice of withdrawal thereof. At or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an affiliate of the surviving or transferee person immediately after Company is acting as the transaction Paying Agent, shall segregate and hold in substantially the same proportion trust as their ownership provided in Section 10.3 of the Company’s Voting Original Indenture) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities immediately prior to be purchased pursuant to this Section 8.01. Payment by the Paying Agent of the Fundamental Change Purchase Price for such Securities shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Securities, together with necessary endorsements. If the Paying Agent holds, in accordance with the terms of this Fourth Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the Fundamental Change Purchase Date, then, on and after such date, such Securities shall cease to be Outstanding and Interest on such Securities shall cease to accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the transaction;
(iii) Continuing Directors cease to constitute at least a majority Paying Agent, and all other rights of the Board of Directors;
(iv) the Company’s stockholders or Board of Directors adopts a plan for the liquidation or dissolution of the Company; or
(v) upon the occurrence of a Termination of Trading Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee. Notwithstanding anything to the contrary in this Fourth Supplemental Indenture no Securities may be purchased by the Company pursuant to this Section 8.01 if the principal amount of the Securities has been accelerated (except in the case of an acceleration in connection with an Unexpected DelistingEvent of Default resulting from a failure by the Company to pay the Fundamental Change Purchase Price with respect to such Securities). For purposes of defining a , and the acceleration has not been rescinded, on or prior to the relevant Fundamental Change:Change Purchase Date.
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