Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon: (i) delivery to the Paying Agent by the Holder of a written Notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 30 Business Days prior to a Purchase Date until the close of business on such Purchase Date, stating: (A) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased; (B) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or a multiple thereof; (C) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and (D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and (ii) delivery or book-entry transfer of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 only if the Note so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
Appears in 1 contract
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a a) A Holder of Notes shall have the option to require the Company to purchase any outstanding NotesNotes on each of July 15, 2016 and July 15, 2018 (each, a “Purchase Date”), at a price (the “Purchase Price”) which shall be paid in cash, equal to 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest to but excluding the Purchase Date. If the Purchase Date is between a Regular Record Date and the Interest Payment Date to which it relates, the Company will pay the full amount of accrued and unpaid interest due on such Interest Payment Date to the Holder on the Regular Record Date corresponding to such Interest Payment Date, and the Purchase Price will be payable to the Holder who presents a Note for purchase. A Holder shall have the option describe in this clause (a) upon:
(i) delivery to the Paying Agent and the Company by the Holder of a duly completed written Notice notice of purchase (a "“Purchase Notice") ”), in the form entitled “Form of Purchase Notice,” of the Notes, at any time from the opening of business 9:00 a.m., New York City time, on the date that is 30 20 Business Days prior to a the relevant Purchase Date until 5:00 p.m., New York City time, on the close of business on Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate DTC procedures;
(B) the portion of the Principal Amount principal amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $2,000 in principal amount or an integral multiple in excess of $1,000 in Principal Amount or a multiple thereof;
(C) that such Notes shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 4 of the Notes and in this First Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 10.01 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) The Company shall purchase from a Holder, pursuant to this Section 10.01, Notes if the principal amount of such Notes is $2,000 or an integral multiple of $1,000 in excess thereof if so requested by such Holder.
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 10.01 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 10.01 shall have the right at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.02(b).
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 10.01. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this First Supplemental Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest upon delivery or transfer of the Notes).
(g) 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 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.
Appears in 1 contract
Purchase of Notes at the Option of the Holder. (1) On each of July 20March 15, 20022012, January 20March 15, 20052015 and March 15, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 2018 (each, a "“Purchase Date"”), at the purchase price applicable Purchase Price specified in paragraph 7 of the Notes (each, a "Purchase Price")Notes, a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(ia) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:
(Ai) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(Bii) the portion of the Principal Amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount or a an integral multiple thereof;
(Ciii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(Div) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such the March 15, 2015 or the March 15, 2018 Purchase DateDates, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price (or portion thereof) in Common Stock are not satisfied prior to or the close of business on the last Business Day prior to the relevant Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, numbers of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relatesrelates (provided, that if a Holder, in such Holder’s Purchase Notice (and in any written notice of withdrawal of a portion of a Holder’s Notes previously submitted for purchase pursuant to a Purchase Notice, the portion that remains subject to the Purchase Notice), fails to indicate such Xxxxxx’s choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of all Notes subject to such Purchase Notice under the foregoing circumstances); and
(iib) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 2.04 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(2) The Company shall purchase from a Holder, pursuant to this Section 2.04, Notes if the Principal Amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(3) Any purchase by the Company contemplated pursuant to the provisions of this Section 2.04 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(4) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 2.04 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 2.05(2).
(5) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(6) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) Cash or Common Stock sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 2.04. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Purchase Price and Cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. Subject to Section 2.07 herein, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, Cash or Common Stock sufficient to pay the Purchase Price of such Notes on the Business Day following the Purchase Date, then, on and after such Purchase Date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Notes). If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder’s name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder’s name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any withholding tax required by law.
(7) 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 or Common Stock held by the Paying Agent for the payment of the 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 or Common Stock 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 or Common Stock 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 or Common Stock delivered to the Trustee.
(8) Notwithstanding anything herein to the contrary, the portion of the Purchase Price that constitutes accrued and unpaid interest on the Notes, shall be paid in Cash.
Appears in 1 contract
Samples: First Supplemental Indenture (Interpublic Group of Companies, Inc.)
Purchase of Notes at the Option of the Holder. (1) On each of July 20March 15, 20022008, January 20March 15, 20052013 and March 15, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 2018 (each, a "Purchase Date"), at the purchase price applicable Purchase Price specified in paragraph 7 8 of the Notes (each, a "Purchase Price")Notes, a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(ia) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 30 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:
(Ai) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(Bii) the portion of the Principal Amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount or a an integral multiple thereof;
(Ciii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Notes and in this Supplemental Indenture; and
(Div) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such the March 15, 2013 or the March 15, 2018 Purchase DateDates, in whole or in part, in Common Stock but such portion Commox Xxxxx xxx xxxx xxxxxxn of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price (or portion thereof) in Common Stock are not satisfied prior to or the close of business on the last Business Day prior to the relevant Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, numbers of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relatesrelates (provided, that if a Holder, in such Holder's Purchase Notice (and in any written notice of withdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Purchase Notice, the portion that remains subject to the Purchase Notice), fails to indicate such Holder's choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of all Notes subject to such Purchase Notice under the foregoing circumstances); and
(iib) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 2.04 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(2) The Company shall purchase from a Holder, pursuant to this Section 2.04, Notes if the Principal Amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(3) Any purchase by the Company contemplated pursuant to the provisions of this Section 2.04 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(4) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 2.04 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 2.05(2).
(5) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(6) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) Cash or Common Stock sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 2.04. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Purchase Price and Cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. Subject to Section 2.07 herein and paragraph 5 of the Notes, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, Cash or Common Stock sufficient to pay the Purchase Price of such Notes on the Business Day following the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including contingent interest) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Notes). If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any withholding tax required by law.
(7) 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 or Common Stock held by the Paying Agent for the payment of the 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 or Common Stock 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 or Common Stock 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 or Common Stock delivered to the Trustee.
(8) Notwithstanding anything herein to the contrary, the portion of the Purchase Price that constitutes accrued and unpaid interest (including contingent interest) on the Notes, shall be paid in Cash.
Appears in 1 contract
Samples: Third Supplemental Indenture (Interpublic Group of Companies Inc)
Purchase of Notes at the Option of the Holder. On each of July 20May 11, 2002--------------------------------------------- 2003, January 20May 11, 20052008 and May 11, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 2013 (each, a "Purchase Date"), at the purchase ------------- price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a Holder -------------- of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "Purchase Notice") at any time from the opening of business --------------- on the date that is 30 Business Days prior to a Purchase Date until the close of business on such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased;
(B) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or a multiple thereof;
(C) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Pur- chase Date, as set forth in Section 4.03(e4.03(d), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, numbers of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 only if the Note so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Horton D R Inc /De/)
Purchase of Notes at the Option of the Holder. (1) On each of July 20December 14, 20022003, January 20December 14, 2004, December 14, 2005, January 20December 14, 20072006, July 20December 14, 20112011 and December 14, July 20, 2016, July 20, 2021 and July 20, 2026 2016 (each, a "Purchase Date"), at the applicable purchase price specified in paragraph 7 of the Notes Notes, plus accrued and unpaid interest, including contingent interest (each, a "Purchase Price"), a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(ia) delivery to the Trustee or Paying Agent by the Holder of a written Notice notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 30 Business Days prior to a Purchase Date until the close of business on such Purchase Date, stating:
(Ai) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased;
(Bii) the portion of the Principal Amount at Final Maturity of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount at Final Maturity or a multiple thereof;
(Ciii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(Div) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of any such Purchase DateDate occurring on or after December 14, 2004, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount at Final Maturity and certificate numbers, if the Notes are in certificated form, numbers of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relatesrelates (provided, that if a Holder, in such Holder's Purchase Notice (and in any written notice of withdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Purchase Notice, the portion that remains subject to the Purchase Notice), fails to indicate such Holder's choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of all Notes subject to such Purchase Notice under the foregoing circumstances); and
(iib) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 2.04 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(2) The Company shall purchase from a Holder of Notes, pursuant to this Section 2.04, Notes if the original Principal Amount at Final Maturity of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(3) Any purchase by the Company contemplated pursuant to the provisions of this Section 2.04 shall be consummated by the delivery of the consideration to be received by the Holder (together with accrued and unpaid interest (including contingent interest), if any) promptly following the later of the Purchase Date and the time of delivery or book-entry transfer of the Notes.
(4) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 2.04 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 2.05(2).
(5) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(6) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent Cash or Common Stock sufficient to pay the aggregate Purchase Price or Fundamental Change Purchase Price of, and any accrued and unpaid interest with respect to, the Notes to be purchased pursuant to this Section 2.04. Payment of the Purchase Price for such Notes shall be made as soon as practicable following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Purchase Price and Cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. Subject to Section 2.07 herein, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and Original Issue Discount and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Notes). If a Holder of a Note is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any income tax withholding required by law or regulations.
Appears in 1 contract
Samples: Second Supplemental Indenture (Interpublic Group of Companies Inc)
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a a) A Holder of Notes shall have the option to require the Company to purchase any outstanding NotesOutstanding Notes on each of October 1, 2018, October 1, 2022 and October 1, 2027 (each, a “Purchase Date”), at a price (the “Purchase Price”) which shall be paid in cash, equal to 100% of the Accreted Principal Amount of the Notes to be repurchased plus any accrued and unpaid interest on the Original Principal Amount of the Notes to be repurchased to but excluding the Purchase Date, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 20 Business Days prior to a the relevant Purchase Date until the close of business on the second Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(B) the portion of the Original Principal Amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Original Principal Amount or a an integral multiple thereof;; and
(C) that such Notes shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 4 of the Notes and in this First Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 10.02 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) If so requested by a Holder, the Company shall purchase from the Holder, pursuant to this Section 10.02, all of such Holder’s Notes (or the portion thereof designated by such Holder which is $1,000 in Original Principal Amount or an integral multiple of $1,000 in excess thereof).
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 10.02 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 10.02 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.03(b).
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 10.02. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this First Supplemental Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be Outstanding, interest on such Notes shall cease to accrue and the Accreted Principal Amount shall cease to accrete, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding tax required by law.
(g) 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 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.
Appears in 1 contract
Samples: First Supplemental Indenture (Goodrich Petroleum Corp)
Purchase of Notes at the Option of the Holder. On A Holder --------------------------------------------- of Notes shall have the option to require the Company to purchase any of such Holder's Notes, on each of July 20October 10, 20022003, January 20October 10, 20052004, January 20October 10, 20072006, July 20October 10, 20112011 and October 10, July 20, 2016, July 20, 2021 and July 20, 2026 2016 (each, a "Purchase Date"), at the purchase ------------- price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:: --------------
(i1) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "Purchase Notice") at any time from the opening --------------- of business on the date that is 30 Business Days business days prior to a Purchase Date until the close of business on such Purchase Date, stating:
(Ai) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased;
(Bii) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or a multiple thereof;
(Ciii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Third Supplemental Indenture; and
(Div) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e3.3(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii2) delivery or book-entry transfer of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 3.3 only if the Note so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
Appears in 1 contract
Samples: Third Supplemental Indenture (Electronic Data Systems Corp /De/)
Purchase of Notes at the Option of the Holder. (a) On each of July 20October 1, 20022014, January 20October 1, 20052019 and October 1, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 2024 (each, a "“Purchase Date"”), at a “Purchase Price” which shall be paid in cash, equal to 100% of the purchase price specified in paragraph 7 principal amount of the Notes to be repurchased plus accrued and unpaid interest, including any Additional Interest, to but excluding the Purchase Date (eachunless the Purchase Date is between an Interest Record Date and the Interest Payment Date to which it relates, a "Purchase Price"in which case such accrued and unpaid interest will be paid to the Holder as of such Interest Record Date), a Holder of Notes shall have the option to require the Company to purchase any outstanding Outstanding Notes, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 twenty Business Days prior to a Purchase Date until the close of business on the Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(B) the portion of the Principal Amount principal amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount principal amount or a an integral multiple thereof;; and
(C) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 1011(a) only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) The Company shall purchase from a Holder, pursuant to this Section 1011, Notes if the principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 1011 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes; provided that any interest, including any Additional Interest, that is accrued but unpaid as of a Purchase Date shall be paid to the Holder of record as of the relevant Interest Record Date.
(d) On or before the twentieth Business Day prior to each Purchase Date, the Company shall provide to the Trustee, the Paying Agent and to all Holders of the Notes at their addresses shown in the Note Register of the Note Registrar, and to beneficial owners as required by applicable law, a notice stating, among other things:
(i) the last date on which a Holder may exercise the purchase right;
(ii) the Purchase Price;
(iii) the name and address of the Paying Agent; and
(iv) the procedures that Holders must follow to require the Company to purchase their Notes. Simultaneously with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on its website or through such other public medium as the Company may use at that time.
(e) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by Section 1011(a)(i) shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent. The notice of withdrawal must state:
(i) the principal amount of the withdrawn Notes;
(ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the notice must comply with appropriate DTC procedures; and
(iii) the principal amount, if any, that remains subject to the Purchase Notice.
(f) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(g) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 1011. Payment by the Paying Agent of the Purchase Price for such Notes shall be made on the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. Subject to Section 1704 herein and the Notes, no payment or adjustment shall be made for dividends on the Class A Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be Outstanding and interest (including any Additional Interest), on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued and unpaid interest (including any Additional Interest), upon delivery of the Notes). Nothing herein shall preclude any withholding tax required by law.
(h) 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 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.
(i) No Notes may be purchased at the option of Holders if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Purchase Date.
(j) The Company shall comply with the provisions of Rule 13e-4 and any other rule under the Exchange Act that may be applicable.
Appears in 1 contract
Samples: First Supplemental Indenture (Sonic Automotive Inc)
Purchase of Notes at the Option of the Holder. (a) Purchase of Notes at the Option of the Holder. On each of July 20, 2002, April 20, 2004, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 30 Business Days prior to a Purchase Date until the close of business on such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased;
(B) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or a multiple thereof;; and
(C) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and.
(ii) delivery or book-entry transfer of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 only if the Note so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
Appears in 1 contract
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a a) A Holder of Notes shall have the option to require the Company to purchase any outstanding NotesNotes on each of October 1, 2014, October 1, 2019 and October 1, 2024 (each, a “Purchase Date”), at a price (the “Purchase Price”) which shall be paid in cash, equal to 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest to but excluding the Purchase Date, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 20 Business Days prior to a the relevant Purchase Date until the close of business on the second Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate DTC procedures;
(B) the portion of the Principal Amount principal amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount principal amount or a multiple thereof;
(C) that such Notes shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 4 of the Notes and in this First Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 10.02 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) The Company shall purchase from a Holder, pursuant to this Section 10.02, Notes if the principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 10.02 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 10.02 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.03(b).
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 10.02. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this First Supplemental Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding tax required by law.
(g) 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 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.
Appears in 1 contract
Samples: First Supplemental Indenture (Goodrich Petroleum Corp)
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a a) A Holder of Notes shall have the option to require the Company to purchase any outstanding NotesNotes on each of September 1, 2015 and September 1, 2017 (each, a “Purchase Date”), at a price (the “Purchase Price”) which shall be paid in cash, equal to 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest to but excluding the Purchase Date. If the Purchase Date is between a Regular Record Date and the Interest Payment Date to which it relates, the Company will pay the full amount of accrued and unpaid interest due on such Interest Payment Date to the Holder on the Regular Record Date corresponding to such Interest Payment Date, and the Purchase Price will be payable to the Holder who presents a Note for purchase. A Holder shall have the option describe in this clause (a) upon:
(i) delivery to the Paying Agent and the Company by the Holder of a written Notice notice of purchase (a "“Purchase Notice") ”), in the form entitled “Form of Purchase Notice” attached to the Note duly completed, at any time from the opening of business 9:00 a.m., New York City time, on the date that is 30 20 Business Days prior to a the relevant Purchase Date until 5:00 p.m., New York City time, on the close of business on Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate DTC procedures;
(B) the portion of the Principal Amount principal amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount principal amount or a multiple thereof;
(C) that such Notes shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 4 of the Notes and in this First Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 10.02 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) The Company shall purchase from a Holder, pursuant to this Section 10.02, Notes if the principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 10.02 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 10.02 shall have the right at any time prior to 5:00 p.m., New York City time, on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.03(b).
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 10.02. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this First Supplemental Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest upon delivery or transfer of the Notes).
(g) 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 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.
Appears in 1 contract
Purchase of Notes at the Option of the Holder. (1) On each of July 20March 15, 20022013 and March 15, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 2018 (each, a "“Purchase Date"”), at the purchase price applicable Purchase Price specified in paragraph 7 of the Notes (each, a "Purchase Price")Notes, a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(ia) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:
(Ai) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(Bii) the portion of the Principal Amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Principal Amount or a an integral multiple thereof;
(Ciii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(Div) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase DatePrice, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price (or portion thereof) in Common Stock are not satisfied prior to or the close of business on the last Business Day prior to the relevant Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, numbers of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relatesrelates (provided, that if a Holder, in such Holder’s Purchase Notice (and in any written notice of withdrawal of a portion of a Holder’s Notes previously submitted for purchase pursuant to a Purchase Notice, the portion that remains subject to the Purchase Notice), fails to indicate such Holder’s choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of all Notes subject to such Purchase Notice under the foregoing circumstances); and
(iib) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 2.04 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(2) The Company shall purchase from a Holder, pursuant to this Section 2.04, Notes if the Principal Amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(3) Any purchase by the Company contemplated pursuant to the provisions of this Section 2.04 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(4) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 2.04 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 2.05(2).
(5) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(6) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) Cash or Common Stock sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 2.04. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Purchase Price and Cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. Subject to Section 2.07 herein, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, Cash or Common Stock sufficient to pay the Purchase Price of such Notes on the Business Day following the Purchase Date, then, on and after such Purchase Date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Notes). If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder’s name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder’s name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any withholding tax required by law.
(7) 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 or Common Stock held by the Paying Agent for the payment of the 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 or Common Stock 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 or Common Stock 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 or Common Stock delivered to the Trustee.
(8) Notwithstanding anything herein to the contrary, the portion of the Purchase Price that constitutes accrued and unpaid interest on the Notes, shall be paid in Cash.
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Samples: Second Supplemental Indenture (Interpublic Group of Companies, Inc.)
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a a) A Holder of Notes shall have the option to require the Company to purchase any outstanding NotesNotes on each of October 1, 2017, October 1, 2022 and October 1, 2027 (each, a “Purchase Date”), at a price (the “Purchase Price”) which shall be paid in cash, equal to 100% of the Accreted Principal Amount of the Notes to be repurchased plus any accrued and unpaid interest on the Original Principal Amount of the Notes to be repurchased to but excluding the Purchase Date, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice notice of purchase (a "“Purchase Notice"”) at any time from the opening of business on the date that is 30 20 Business Days prior to a the relevant Purchase Date until the close of business on the second Business Day prior to such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(B) the portion of the Original Principal Amount of the Notes which the Holder shall will deliver to be purchased, which portion must be $1,000 in Original Principal Amount or a multiple thereof;; and
(C) that such Notes shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 4 of the Notes and in this Third Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 10.02 only if the Note Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
(b) The Company shall purchase from a Holder, pursuant to this Section 10.02, Notes if the Original Principal Amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.
(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 10.02 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Notes.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 10.02 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.03(b).
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.
(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Notes to be purchased pursuant to this Section 10.02. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this Third Supplemental Indenture, cash sufficient to pay the Purchase Price of such Notes on the Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue and the Accreted Principal Amount shall cease to accrete, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding tax required by law.
(g) 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 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.
Appears in 1 contract
Samples: Third Supplemental Indenture (Goodrich Petroleum Corp)
Purchase of Notes at the Option of the Holder. On each of July 20, 2002, January 20, 2005, January 20, 2007, July 20, 2011, July 20, 2016, July 20, 2021 and July 20, 2026 (each, a "Purchase Date"), at the purchase price specified in paragraph 7 of the Notes (each, a "Purchase Price"), a Holder of Notes shall have the option to require the Company to purchase any outstanding Notes, upon:
(i) delivery to the Paying Agent by the Holder of a written Notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 30 Business Days prior to a Purchase Date until the close of business on such Purchase Date, stating:
(A) if certificated, the certificate numbers of the Notes which the Holder shall deliver to be purchased;
(B) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or a multiple thereof;
(C) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and
(D) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of such Purchase Date, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth in Section 4.03(e4.03(d), whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Notes to which such Purchase Notice relates (stating the Principal Amount and certificate numbers, if the Notes are in certificated form, of the Notes as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates; and
(ii) delivery or book-entry transfer of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being 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 4.03 only if the Note so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.
Appears in 1 contract
