Purchase of Notes by the Company at the Option of the Holder. Section 5.01. Purchase of Notes by the Company at the Option of the Holder. (a) On each of March 1, 2011, March 1, 2016 and March 1, 2021 (each, a "PURCHASE DATE"), Holders shall have the option to require the Company to purchase any Notes at 100% of the amount of the Notes to be purchased plus any accrued and unpaid interest to such Purchase Date, upon: (1) 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 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating: (i) if the Notes are certificated, the certificate numbers of the Notes which the Holder will deliver to be purchased, or, if the Notes are not certificated, the Purchase Notice must comply with appropriate Depositary procedures; (ii) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and (iii) 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 Indenture; and (2) delivery or book-entry transfer of such 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 5.01 only if the Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price with respect to Notes purchased on the March 1, 2011 Purchase Date shall be paid in cash. The Purchase Price xxxx xxxxxxx xx xxx Xxte purchased on the March 1, 2016 Purchase Date or March 1, 2021 Purchase Date may be paid, xx xxx Xxxxxxx'x xxxion, in cxxx, Xxxxxx Xxxxx xx x combination of cash and Common Stock; provided that the Company may elect to terminate its right to pay Common Stock, in whole or in part, for any Note at any time in its sole discretion. If the Company elects to pay the Purchase Price in Common Stock or a combination of cash and Common Stock, the Common Stock will be valued at 95% of the average of the Last Reported Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day preceding the applicable Purchase Date. (b) The Company shall purchase from a Holder, pursuant to the terms of this Section 5.01, 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 5.01 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 5.01 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 6.02. (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) On or before 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 cash Purchase Price of the Notes to be purchased pursuant to this Section 5.01. 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 Indenture, cash and/or Common Stock, as the case may be, 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 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). (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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, delivered to the Trustee.
Appears in 1 contract
Samples: Supplemental Indenture (Fisher Scientific International Inc)
Purchase of Notes by the Company at the Option of the Holder. Section 5.01. Purchase of Notes by the Company at the Option of the Holder.
(a) On each of March October 1, 20112010, March October 1, 2016 2015 and March October 1, 2021 2020 (each, a "PURCHASE DATEPurchase Date"), Holders shall have the option to require the Company to purchase any Notes at 100% of the amount of the Notes to be purchased plus any accrued and unpaid interest and Liquidated Damages, if any, to such Purchase Date, upon:
(1) delivery to the Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICEPurchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:
(i) if the Notes are certificated, the certificate numbers of the Notes which the Holder will deliver to be purchased, or, if the Notes are not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(ii) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and
(iii) 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 Indenture; and
(2) delivery or book-entry transfer of such 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 5.01 7.1 only if the Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price with respect to Notes purchased on the March October 1, 2011 2010 Purchase Date shall be paid in cash. The Purchase Price xxxx xxxxxxx xx xxx Xxte with respect to any Note purchased on the March October 1, 2016 2015 Purchase Date or March October 1, 2021 2020 Purchase Date may be paid, xx xxx Xxxxxxx'x xxxionat the Company's option, in cxxxcash, Xxxxxx Xxxxx xx x Common Stock or a combination of cash and Common Stock; provided that the Company may elect to terminate its right to pay Common Stock, in whole or in part, for any Note at any time in its sole discretion. If the Company elects to pay the Purchase Price in Common Stock or a combination of cash and Common Stock, the Common Stock will be valued at 95% of the average of the Last Reported Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day preceding the applicable Purchase Date.
(b) The Company shall purchase from a Holder, pursuant to the terms of this Section 5.017.1, 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 5.01 7.1 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 5.01 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 6.02.
(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) On or before 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 cash Purchase Price of the Notes to be purchased pursuant to this Section 5.01. 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 Indenture, cash and/or Common Stock, as the case may be, 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 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).
(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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, delivered to the Trustee.
Appears in 1 contract
Purchase of Notes by the Company at the Option of the Holder. Section 5.01. Purchase of Notes by the Company at the Option of the Holder.
(a) On each of March February 1, 20112013, March February 1, 2016 and March February 1, 2021 (each, a "PURCHASE DATE"“Repurchase Date”), Holders shall have the option to require the Company to purchase any Notes at 100% of the principal amount of the Notes to be purchased repurchased plus any accrued and unpaid interest interest, if any, and Liquidated Damages, if any, to but not including such Purchase Repurchase Date, uponsubject to the satisfaction by or on behalf of the Holder of the requirements set forth below:
(1) Purchases of Notes under this Section 7.1 shall be made, at the option of the Holder thereof, upon delivery to the Paying Agent by the Holder of a written notice of purchase repurchase (a "PURCHASE NOTICE"“Purchase Notice”) in the form attached to the Note at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Repurchase Date until the close of business on the fifth last Business Day immediately prior to such Purchase Repurchase Date, stating:
(i) if the Notes are certificated, the certificate numbers of the Notes which the Holder will deliver to be purchased, or, if the Notes are not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(ii) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and
(iii) that such Notes shall be purchased as of the Purchase Repurchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Indenture; and
(2) delivery or book-entry transfer of such Notes to the Paying Agent prior to, on or after the Purchase Repurchase 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 5.01 7.1 only if the Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price with respect to Notes purchased on the March 1, 2011 Purchase a Repurchase Date shall be paid solely in cash. The Purchase Price xxxx xxxxxxx xx xxx Xxte purchased on the March 1, 2016 Purchase Date or March 1, 2021 Purchase Date may be paid, xx xxx Xxxxxxx'x xxxion, in cxxx, Xxxxxx Xxxxx xx x combination of cash and Common Stock; provided that the Company may elect to terminate its right to pay Common Stock, in whole or in part, for any Note at any time in its sole discretion. If the Company elects to pay the Purchase Price in Common Stock or a combination of cash and Common Stock, the Common Stock will be valued at 95% of the average of the Last Reported Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day preceding the applicable Purchase Date.
(b) The Company shall purchase from a Holder, pursuant to the terms of this Section 5.017.1, 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 5.01 7.1 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Repurchase Date or and 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 5.01 7.1 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Repurchase 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 6.028.2.
(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) On or before 11:00 a.m. on the Purchase Repurchase 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 cash Purchase Price of the Notes to be purchased pursuant to this Section 5.017.1. Payment by the Paying Agent of the Purchase Price for such Notes shall be made promptly following the later of the Purchase Repurchase Date or and the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, cash and/or Common Stock, as the case may be, sufficient to pay the Purchase Price of such Notes on the Business Day following the Purchase Repurchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest and Liquidated Damages, if any, 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).
(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, Trustee of any default 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, delivered to the Trustee.
Appears in 1 contract
Samples: Indenture (Aar Corp)
Purchase of Notes by the Company at the Option of the Holder. Section 5.01. Purchase of Notes by the Company at the Option of the Holder.
(a) On each of March February 1, 20112010, March February 1, 2016 2014 and March February 1, 2021 2019 (each, a "PURCHASE DATE"“Repurchase Date”), Holders shall have the option to require the Company to purchase any Notes at 100% of the principal amount of the Notes to be purchased repurchased plus any accrued and unpaid interest interest, if any, and Liquidated Damages, if any, to but not including such Purchase Repurchase Date, uponsubject to the satisfaction by or on behalf of the Holder of the requirements set forth below:
(1) Purchases of Notes under this Section 7.1 shall be made, at the option of the Holder thereof, upon delivery to the Paying Agent by the Holder of a written notice of purchase repurchase (a "PURCHASE NOTICE"“Purchase Notice”) in the form attached to the Note at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Repurchase Date until the close of business on the fifth last Business Day immediately prior to such Purchase Repurchase Date, stating:
(i) if the Notes are certificated, the certificate numbers of the Notes which the Holder will deliver to be purchased, or, if the Notes are not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(ii) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and
(iii) that such Notes shall be purchased as of the Purchase Repurchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Indenture; and
(2) delivery or book-entry transfer of such Notes to the Paying Agent prior to, on or after the Purchase Repurchase 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 5.01 7.1 only if the Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price with respect to Notes purchased on the March 1, 2011 Purchase a Repurchase Date shall be paid solely in cash. The Purchase Price xxxx xxxxxxx xx xxx Xxte purchased on the March 1, 2016 Purchase Date or March 1, 2021 Purchase Date may be paid, xx xxx Xxxxxxx'x xxxion, in cxxx, Xxxxxx Xxxxx xx x combination of cash and Common Stock; provided that the Company may elect to terminate its right to pay Common Stock, in whole or in part, for any Note at any time in its sole discretion. If the Company elects to pay the Purchase Price in Common Stock or a combination of cash and Common Stock, the Common Stock will be valued at 95% of the average of the Last Reported Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day preceding the applicable Purchase Date.
(b) The Company shall purchase from a Holder, pursuant to the terms of this Section 5.017.1, 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 5.01 7.1 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Repurchase Date or and 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 5.01 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 6.02.
(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) On or before 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 cash Purchase Price of the Notes to be purchased pursuant to this Section 5.01. 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 Indenture, cash and/or Common Stock, as the case may be, 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 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).
(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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, delivered to the Trustee.
Appears in 1 contract
Samples: Indenture (Aar Corp)
Purchase of Notes by the Company at the Option of the Holder. Section 5.01. Purchase of Notes by the Company at the Option of the Holder.
(a) On each of March 1January 15, 20112009 and January 15, March 1, 2016 and March 1, 2021 2011 (each, a "PURCHASE DATERepurchase Date"), Holders shall have the option to require the Company to purchase any Notes at 100% of the principal amount of the Notes to be purchased repurchased plus any accrued and unpaid interest interest, if any, and Liquidated Damages, if any, to but not including such Purchase Repurchase Date, uponsubject to the satisfaction by or on behalf of the Holder of the requirements set forth below:
(1) Purchases of Notes under this Section 7.1 shall be made, at the option of the Holder thereof, upon delivery to the Paying Agent by the Holder of a written notice of purchase repurchase (a "PURCHASE NOTICEPurchase Notice") in the form attached to the Note at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Repurchase Date until the close of business on the fifth last Business Day immediately prior to such Purchase Repurchase Date, stating:
(i) if the Notes are certificated, the certificate numbers of the Notes which the Holder will deliver to be purchased, or, if the Notes are not certificated, the Purchase Notice must comply with appropriate Depositary procedures;
(ii) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and
(iii) that such Notes shall be purchased as of the Purchase Repurchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Notes and in this Indenture; and
(2) delivery or book-entry transfer of such Notes to the Paying Agent prior to, on or after the Purchase Repurchase 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 5.01 7.1 only if the Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price with respect to Notes purchased on the March 1January 15, 2011 Purchase 2009 Repurchase Date shall be paid solely in cash. The Purchase Price xxxx xxxxxxx xx xxx Xxte with respect to any Note purchased on the March 1January 15, 2016 Purchase Date or March 1, 2021 Purchase 2011 Repurchase Date may be paid, xx xxx Xxxxxxx'x xxxionat the Company's option, in cxxxcash, Xxxxxx Xxxxx xx x Common Stock or a combination of cash and Common Stock; provided that the Company may by written notice to the Trustee may, at its option, elect at any time prior to the maturity of the Note to terminate its right to pay Common Stock, in whole or in part, for any Note or any portion thereof at any time in its sole discretion. The Company shall designate, in the Company Notice delivered pursuant to Section 8.1, whether the Company will repurchase Notes for cash, or, if permitted under this Indenture, shares of Common Stock or, if a combination thereof, the percentages of the Purchase Price in respect of which it will pay in cash or shares of Common Stock; provided, however, that the Company will pay cash for fractional interests in a share of Common Stock. Each Holder whose Notes are repurchased pursuant to this Section 7.1 shall receive the same percentage of cash or, if permitted under this Indenture, shares of Common Stock in payment of the Purchase Price for such Note, except as provided in this Section with regard to the payment of cash in lieu of fractional shares of Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given the Company Notice to Holders except in the event of a failure to satisfy any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock set forth in Section 8.4. If the Company elects to pay the Purchase Price in Common Stock or a combination of cash and Common Stock, the number of shares of Common Stock will to be valued at issued shall be equal to the portion of the Purchase Price to be paid in shares of Common Stock divided by 95% of the average Market Price. The Company will not issue any fraction of a share of Common Stock in payment of the Last Reported Sale Prices Purchase Price; instead, the Company will make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Market Price of one share of Common Stock. For purposes of determining the Common Stock for existence of potential fractional interests, all Notes subject to repurchase by the five Trading Days ending on the third Trading Day preceding the applicable Purchase DateCompany held by a Holder shall be considered together (no matter how many separate certificates are to be presented).
(b) The Company shall purchase from a Holder, pursuant to the terms of this Section 5.017.1, 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 5.01 7.1 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Repurchase Date or and 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 5.01 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 6.02.
(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) On or before 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 cash Purchase Price of the Notes to be purchased pursuant to this Section 5.01. 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 Indenture, cash and/or Common Stock, as the case may be, 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 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).
(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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, 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 and/or Common Stock, as the case may be, delivered to the Trustee.
Appears in 1 contract
Samples: Indenture (Kroll Inc)