Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice; (ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company. (c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered. (d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date). (f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 6 contracts
Samples: Fifth Supplemental Indenture (Take Two Interactive Software Inc), Senior Notes Indenture (Take Two Interactive Software Inc), Third Supplemental Indenture (Take Two Interactive Software Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 of this Supplemental the Indenture, the Company shall be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Noticeits offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all of the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate officer’s certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered tendered, the repurchase purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders . For purposes of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.following definitions are applicable:
Appears in 5 contracts
Samples: Tenth Supplemental Indenture (United States Steel Corp), Ninth Supplemental Indenture (United States Steel Corp), Eighth Supplemental Indenture (United States Steel Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to as described under Section 4.01 of this Supplemental Indentureabove, the Company will be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum principal amount of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver will mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at (the option of the Holders“Repurchase Date”), which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shallwill comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Purchase Price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered tendered, the repurchase price Purchase Price for the Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders. For purposes hereof, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations definitions are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.applicable:
Appears in 3 contracts
Samples: Fourth Supplemental Indenture (Allegheny Technologies Inc), Third Supplemental Indenture (Allegheny Technologies Inc), First Supplemental Indenture (Allegheny Technologies Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option right to redeem such Notes as set forth in Section 3.01 of this First Supplemental Indenture or is then required to redeem the Notes pursuant to as set forth in Section 4.01 3.02 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the applicable Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderXxxxxx’s Notes of such series, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on such the Notes repurchased to, but excluding, the date of repurchase date(subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall electronically deliver or mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 15 days and (except to the extent that such notice is conditioned on the occurrence of the Change of Control Repurchase Event) no later than 60 days from the date such notice is delivered. The electronically delivered or mailed, which date, in a notice conditioned on the occurrence of a Change of Control Notice Repurchase Event, may be designated by reference to the date that such condition is satisfied, rather than a specific date (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateDate specified in the notice.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the CompanyCompany and an Opinion of Counsel required under the Indenture.
(c) The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered the repurchase price payment for the Notes, and the Trustee shall Trustee, upon receipt of a Company Order for authentication and delivery, will promptly authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(d) Notwithstanding the foregoing in this Section 4.02foregoing, the Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding any series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the applicable Notes upon a Change of Control Offer Repurchase Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Offer Repurchase Event in lieu of the Company pursuant to Section 4.02(d4.01(d) abovehereof, purchases all of the Notes validly tendered and not withdrawn by such Holders, then the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) abovePayment Date, to redeem all Notes of such series that remain outstanding Outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding excluding, the Redemption Date (subject to the right of the Holders of record on a Record Date the relevant record date to receive interest due on the relevant Interest Payment Date).
(f) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with any the repurchase of the a series of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.02 4.01 by virtue of such conflict.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Change of Control Repurchase Event or repurchase price of any Notes, or any component thereof; provided that , and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights stating that such Change of Control Repurchase Event has occurred and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by specifying such securities laws or regulationsrepurchase price.
Appears in 2 contracts
Samples: First Supplemental Indenture (Solventum Corp), First Supplemental Indenture (3m Co)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Corporation has exercised its option right to redeem the Notes pursuant in accordance with this Article 4, it will make an offer to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company Securityholder to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyCorporation’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver Corporation will mail a notice (the “Change of Control Notice”) to each Holder of such NotesSecurityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The mailed, (ii) indicating that all Notes validly tendered will be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes repurchased by the Corporation pursuant to this Section 4.03 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be entitled to withdraw their election made pursuant to this Section 4.03 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Notes delivered for repurchase, and a statement that such Securityholder is withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose Notes of any series are being repurchased only in part will be issued new notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the CompanyCorporation’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. The Corporation will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes set forth in this Section 4.03, the Company shallCorporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event, the Corporation will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCorporation’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyCorporation.
(ce) The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Notes properly tendered the repurchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, Securityholder a new certificated Note of the same series equal in principal amount to any unpurchased portion of any such Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on or as soon as practicable after the repurchase date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Corporation will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer set forth in this Section 4.03 applicable to an offer made by the Company, Corporation and such third party purchases all Notes properly tendered and not withdrawn under its such third party’s offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (Centurylink, Inc), Fifth Supplemental Indenture (Centurytel Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding excluding, the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (Take Two Interactive Software Inc), Eighth Supplemental Indenture (Take Two Interactive Software Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option Issuer has elected to redeem the Notes pursuant as described above, the Issuer will be required to Section 4.01 make an Offer to Purchase to each holder of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 1.00 and in integral multiples of $1,000 1.00 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) Issuer will make an Offer to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Purchase all Outstanding Notes on the repurchase payment date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall ), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation Offer to repurchase the Notes Purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(bc) To the extent that the provisions of any securities laws or regulations conflict with this Section 9.17, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer to Purchase;
(ii) deposit with the applicable Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) Issuer. The Issuer will determine whether the Notes are properly tendered. The Paying Agent shall promptly will deliver to each Holder holder of Notes properly tendered the repurchase purchase price for the Notes, and, subject to the terms and conditions of this Indenture, the Trustee shall promptly will authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, holder a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided that such new Note will be in a minimum principal amount of $1.00 and an integral multiple of $1.00 in excess thereof. Any Note properly tendered and accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
(de) Notwithstanding the foregoing in this Section 4.02, the Company shall The Issuer will not be required to make a Change of Control an Offer in connection with to Purchase upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event Offer to Purchase (in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the CompanyIssuer), and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders Offer to Purchase. Notwithstanding anything to the contrary herein, a Offer to Purchase may be made in advance of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the CompanyControl, or any third party making a conditional upon such Change of Control Offer and such other conditions specified therein, if a definitive agreement is in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to place for the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% the time of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject making of such Offer to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date)Purchase.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 2 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to for any series as described under Section 4.01 of this Supplemental Indentureabove, the Company will be required to make an offer to each Holder of the Notes shall have the right to require the Company of such series to repurchase all or any part (in a minimum amount principal amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver will mail or send a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at (the option of the Holders“Repurchase Date”), which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed or sent. The Change of Control Notice notice shall, if delivered mailed or sent prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shallwill comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Purchase Price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered tendered, the repurchase price Purchase Price for the Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders. For purposes hereof, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations definitions are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.applicable:
Appears in 1 contract
Samples: First Supplemental Indenture (Allegheny Technologies Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Corporation is required (only in the case of the Series N Notes) or has exercised its option right to redeem the Notes pursuant in accordance with this Article 4, it will make an offer to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company Securityholder to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyCorporation’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver Corporation will mail a notice (the “Change of Control Notice”) to each Holder of such NotesSecurityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The mailed, (ii) indicating that all Notes validly tendered will be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes repurchased by the Corporation pursuant to this Section 4.03 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be entitled to withdraw their election made pursuant to this Section 4.03 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Notes delivered for repurchase, and a statement that such Securityholder is withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose Notes of any series are being repurchased only in part will be issued new notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the CompanyCorporation’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. The Corporation will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation will comply with the requirements of Rule 14e‑1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes set forth in this Section 4.03, the Company shallCorporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event, the Corporation will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCorporation’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyCorporation.
(ce) The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Notes properly tendered the repurchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, Securityholder a new certificated Note of the same series equal in principal amount to any unpurchased portion of any such Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on or as soon as practicable after the repurchase date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Corporation will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer set forth in this Section 4.03 applicable to an offer made by the Company, Corporation and such third party purchases all Notes properly tendered and not withdrawn under its such third party’s offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Second Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a equal to minimum amount denominations of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or Tender Agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or Tender Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall shall, upon receipt of a Company Order, promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Dateinterest payment date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Issuer has exercised its option right to redeem the Notes pursuant in accordance with Article X, the Issuer will, subject to Section 4.01 the terms and conditions of this Supplemental IndentureSection 9.07, make an offer (the “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall Issuer will deliver a notice (the “Change of Control Notice”) Offer to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall , which date will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The , (ii) indicating that all Notes validly tendered and not validly withdrawn will, to the extent lawful, be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes to be repurchased, (iv) stating that, unless the Issuer defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Issuer’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Holders electing to have any Notes repurchased by the Issuer pursuant to this Section 9.07 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Holders will be entitled to withdraw their election made pursuant to this Section 9.07 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Notes repurchased and (vii) stating that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes Change of Control Offer is conditioned on the occurrence of a Change of Control Repurchase Event occurring or such other conditions specified therein, on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.Control
Appears in 1 contract
Samples: Indenture
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 as set forth in Article Three of this First Supplemental Indenture, the Company will make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, repurchased to the repurchase datedate of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event that constitutes or may constitute the Change of Control, the Company shall deliver will mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions event that constitute constitutes or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice shallnotice may, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Datepayment date specified in the notice.
(b) On the Change of Control Payment DateRepurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver mail to each Holder of Notes properly tendered and not withdrawn the repurchase purchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing ; provided, that each new Note will be in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate minimum principal amount of the outstanding Notes validly tender and do not withdraw such Notes $2,000 or an integral multiple of $1,000 in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount excess thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Issuer has exercised its option right to redeem the Notes pursuant in accordance with Article X, the Issuer will, subject to Section 4.01 the terms and conditions of this Supplemental IndentureSection 9.07, make an offer (a “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall Issuer will deliver a notice (the “Change of Control Notice”) to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall , which date will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The , (ii) indicating that all Notes validly tendered and not validly withdrawn will, to the extent lawful, be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Issuer defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Issuer’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Holders electing to have any Notes repurchased by the Issuer pursuant to this Section 9.07 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Holders will be entitled to withdraw their election made pursuant to this Section 9.07 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Notes repurchased and (vii) stating that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the CompanyIssuer’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. To the extent that the provisions of any securities laws or regulations conflict with this Section 9.07, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.07 by virtue of such conflict.
(bd) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyIssuer.
(ce) The Issuer will determine whether the Notes are properly tendered. The Paying Agent shall will promptly deliver furnish to each Holder of Notes properly tendered the repurchase purchase price for the Notes, and, subject to the terms and conditions of this Indenture, the Trustee shall promptly will authenticate and mail furnish (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided that such new Note will be in a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess thereof. Any Note properly tendered and accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Issuer will not be required to make a Change of Control Offer in connection with upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such a Change of Control Repurchase Event Offer (in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the CompanyIssuer), and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders Change of not less than 90% in aggregate principal amount of Control Offer. Notwithstanding anything to the outstanding Notes validly tender and do not withdraw such Notes in contrary herein, a Change of Control Offer and the Company, or any third party making a Change of Control Offer may be made in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result advance of a Change of Control, conditional upon such Change of Control Repurchase Event. To and such other conditions specified therein.
(g) Notwithstanding the extent preceding or any provision of Rule 13d-3 or 13d-5 under the provisions Exchange Act, for purposes of any such securities laws this Indenture, (i) a person or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and group shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that beneficially own Voting Stock (x) subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations consummation of the acquisition of the Voting Stock in connection with the time and in the manner specified in this Section 4.02 to the extent permitted transactions contemplated by such securities laws agreement or regulations(y) as a result of veto or approval rights in any joint venture agreement, shareholder agreement or other similar agreement, and (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Issuer owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option Issuer has elected to redeem the Notes pursuant as described in Article 10, the Issuer will be required to Section 4.01 make an Offer to Purchase to each holder of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 1.00 and in integral multiples of $1,000 1.00 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) Issuer will make an Offer to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Purchase all Outstanding Notes on the repurchase payment date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall ), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation Offer to repurchase the Notes Purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(bc) To the extent that the provisions of any securities laws or regulations conflict with this Section 9.17, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.17 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer to Purchase;
(ii) deposit with the applicable Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyIssuer.
(ce) The Issuer will determine whether the Notes are properly tendered. The Paying Agent shall promptly will deliver to each Holder holder of Notes properly tendered the repurchase purchase price for the Notes, and, subject to the terms and conditions of this Indenture, the Trustee shall promptly will authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, holder a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided that such new Note will be in a minimum principal amount of $1.00 and an integral multiple of $1.00 in excess thereof. Any Note properly tendered and accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Issuer will not be required to make a Change of Control an Offer in connection with to Purchase upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event Offer to Purchase (in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the CompanyIssuer), and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders Offer to Purchase. Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the CompanyControl, or any third party making a conditional upon such Change of Control Offer and such other conditions specified therein, if a definitive agreement is in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to place for the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% the time of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject making of such Offer to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date)Purchase.
(fg) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under under, the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with any the repurchase of the any Notes as a result of a Change of Control Repurchase Eventpursuant to this Section 9.17. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.029.17, the Company shall Issuer will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations9.17.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to as described under Section 4.01 of this Supplemental Indentureabove, the Company will be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount principal amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver will mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at (the option of the Holders“Repurchase Date”), which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shallwill comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Purchase Price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered tendered, the repurchase price Purchase Price for the Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders. For purposes hereof, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations definitions are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.applicable:
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Allegheny Technologies Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this First Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or Tender Agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or Tender Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Dateinterest payment date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Corporation has exercised its option right to redeem the Notes pursuant in accordance with this Article 3, it will make an offer to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company Securityholder to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyCorporation’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver Corporation will mail a notice (the “Change of Control Notice”) to each Holder of such NotesSecurityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The mailed, (ii) indicating that all Notes validly tendered and not validly withdrawn will, to the extent lawful, be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes repurchased by the Corporation pursuant to this Section 3.02 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be entitled to withdraw their election made pursuant to this Section 3.02 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Notes delivered for repurchase, and a statement that such Securityholder is withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose Notes of any series are being repurchased only in part will be issued new notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the CompanyCorporation’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. The Corporation will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes set forth in this Section 3.02, the Company shallCorporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02 by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event, the Corporation will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCorporation’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyCorporation.
(ce) The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Notes properly tendered purchased hereunder the repurchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, Securityholder a new certificated Note of the same series equal in principal amount to any unpurchased portion of any such Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on or as soon as practicable after the repurchase date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Corporation will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer set forth in this Section 3.02 applicable to an offer made by the Company, Corporation and such third party purchases all Notes properly tendered and not withdrawn under its such third party’s offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (Qwest Communications International Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Corporation has exercised its option right to redeem the Notes pursuant in accordance with this Article 4, it will make an offer to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company Securityholder to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyCorporation’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver Corporation will mail a notice (the “Change of Control Notice”) to each Holder of such NotesSecurityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be a Business Day no earlier than 30 15 days and no later than 60 days from the date such notice is delivered. The mailed, (ii) indicating that all Notes validly tendered will be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes repurchased by the Corporation pursuant to this Section 4.03 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be entitled to withdraw their election made pursuant to this Section 4.03 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Notes delivered for repurchase, and a statement that such Securityholder is withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose Notes of any series are being repurchased only in part will be issued new notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the CompanyCorporation’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. The Corporation will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes set forth in this Section 4.03, the Company shallCorporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event, the Corporation will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCorporation’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyCorporation.
(ce) The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Notes properly tendered the repurchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, Securityholder a new certificated Note of the same series equal in principal amount to any unpurchased portion of any such Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on or as soon as practicable after the repurchase date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Corporation will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer set forth in this Section 4.03 applicable to an offer made by the Company, Corporation and such third party purchases all Notes properly tendered and not withdrawn under its such third party’s offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a Series of Notes, unless the Company shall have exercised its option to redeem the Notes of such Series pursuant to Section 4.01 of this First Supplemental Indenture, each Holder of the Notes of such Series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes of such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a Series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the outstanding Notes of a Series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b4.02 (b) above, to redeem all Notes of such Series that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: First Supplemental Indenture (Electronic Arts Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 of this Supplemental the Indenture, the Company shall be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Noticeits offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered tendered, the repurchase purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders . For purposes of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to this Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders4.03, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations definitions are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.applicable:
Appears in 1 contract
Samples: First Supplemental Indenture (United States Steel Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option at such time has given written notice of redemption with respect to redeem the Notes all Outstanding Notes, pursuant to Section 4.01 of this Supplemental Indenture3.03 hereof, each Holder holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that Holdersuch holder’s Notes pursuant to the offer described in Section 4.01(b) hereof (such offer, the “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but excludingnot including, the repurchase date. date of purchase (the “Change of Control Payment”).
(b) Within 30 days following any Change of Control Repurchase Event orEvent, unless the Company at the option such time has given notice of the Company, prior redemption with respect to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Controlall Outstanding Notes pursuant to Section 3.03, the Company shall deliver send a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to holder and the Trustee, Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such all Outstanding Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) ), which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is deliveredsent, pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Notice shallnotice, if delivered mailed prior to the date of consummation of the Change of Control, shall state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring Offer is conditioned upon the Change of Control being consummated on or prior to the Change of Control Payment Date.
(b) On the . If a Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject interest shall be paid to the right Person in whose name such Note is registered at the close of Holders of record business on a such Record Date to receive interest on the relevant Interest Payment Date).
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.02 pursuant to the Indenture by virtue thereof; provided that of such compliance.
(c) On the Change of Control Payment Date, the Company otherwise uses commercially reasonable efforts shall, to permit Holders the extent lawful:
(i) accept for payment all Notes or portions of Notes (equal to exercise their rights $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to fulfill its obligations the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(d) The paying agent shall promptly mail to each holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) The Company shall not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer with respect to such Notes in the time manner, at the times and otherwise in compliance with the manner specified requirements set forth in this Section 4.02 4.01 applicable to a Change of Control Offer made by the Company and purchases the Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) a notice of redemption has been given with respect to the extent permitted by Notes, pursuant to Section 3.03, at any time prior to 30 days following any Change of Control Repurchase Event, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the consummation of such securities laws or regulationsChange of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option right to redeem the Notes pursuant to Section 4.01 of this First Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a equal to minimum amount denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes at the option of the Holders on the repurchase date specified in the notice at the option Change of the HoldersControl Notice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Business Day immediately preceding the Change of Control Payment Date, the Company shall, to the extent lawful, deposit with the Paying Agent or the tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iiiii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(cd) The Paying Agent or the tender agent appointed for such purpose shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall shall, upon receipt of a Company Order, promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(de) Notwithstanding the foregoing in this Section 4.024.03, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(ef) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d4.03(e) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase Change of Control Payment Date pursuant to the Change of Control Offer described in Section 4.02(b4.03(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Dateinterest payment date).
(fg) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.024.03, the Company shall comply with those such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 4.03 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 4.03 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have has exercised its option right to redeem all of the Notes pursuant to Section 4.01 of this Supplemental Indenture3.7, each Holder of the Notes shall will have the right to require the Company to repurchase all or any part (in a minimum amount denominations of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”), at a repurchase purchase price in cash equal to 101% the Change of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Control Payment Price.
(b) Within 30 days following any Change of Control Repurchase Event with respect to the Notes (or, at the option of the Company’s option, prior to any such Change of Control, Control but after the public announcement of the Change of Control or event that may constitute the pending Change of Control), the Company shall deliver must notify the Trustee and will send, by first class mail, a notice (the “Change of Control Notice”) to each Holder of such Notesat its address appearing in the security register, with a copy to the Trustee, describing which notice will include the transaction or transactions terms of the Change of Control Offer, stating:
(i) that constitute or may constitute the such Change of Control Repurchase Event has occurred or is pending and offering (that such Holder has the “Change of Control Offer”) right to require the Company to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the repurchase date specified in relevant Interest Record Date to receive interest due on the notice at the option of the Holders, which date relevant Interest Payment Date) (the “Change of Control Payment DatePrice”);
(ii) shall be no earlier than 30 days and no later than 60 days from the date if such notice is delivered. The Change of Control Notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring being consummated on or prior to the Change of Control Payment Date;
(iii) the date of repurchase (which shall be no earlier than 30 days nor later than 60 days from the date the Change of Control Offer is mailed) (the “Change of Control Payment Date”);
(iv) the procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased.
(bc) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under this Section 4.11 by virtue of any such conflict. The Company will not be required to make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and repurchases all Notes validly tendered and not withdrawn under such offer. For Notes which are represented by global certificates held on behalf of Euroclear and/or Clearstream, notices may be given by delivery of the relevant notices to each of Euroclear and Clearstream for communication to entitled account holders. So long as any Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market and the rules of Euronext Dublin so require, the Company will publish notices relating to the Change of Control Offer to the extent and in the manner permitted by such rules, posted on the official website of Euronext Dublin (wxx.xxx.xx).
(d) On the Change of Control Payment Date, the Company shallwill, to the extent lawfulpermitted by law:
(i) accept for payment all the Notes or portions of the Notes (in denominations of €100,000 and integral multiples of €1,000 in excess thereof) properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate repurchase price Change of Control Payment Price in respect of all the Notes or portions of the Notes properly so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the CompanyCompany and, to the extent applicable, an executed new Note or Notes evidencing any unpurchased portion of any Note or Notes surrendered for which the Trustee shall be required to authenticate and deliver a new Note or Notes as provided herein.
(ce) The Trustee will promptly mail, or cause the Paying Agent shall to promptly deliver mail (or cause to be transferred by book entry), to each Holder of Notes properly so tendered the repurchase price Change of Control Payment Price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesbook entry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such the Notes surrendered, if any, provided that each such new Note will be in a principal amount of €100,000 and integral multiples of €1,000 in excess thereof.
(df) Notwithstanding If the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer Payment Date is on or after an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the person in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in whose name the manner and Note is registered at the times required and otherwise in compliance with the requirements for close of business on such a Change of Control Offer made by the CompanyInterest Record Date, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If no additional interest will be payable to Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly who tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date)Offer.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Amphenol Corp /De/)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Issuer has exercised its option right to redeem the Notes pursuant in accordance with Article X, the Issuer will, subject to Section 4.01 the terms and conditions of this Supplemental IndentureSection 9.07, make an offer (the “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall Issuer will deliver a notice (the “Change of Control Notice”) Offer to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall , which date will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The , (ii) indicating that all Notes validly tendered and not validly withdrawn will, to the extent lawful, be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes to be repurchased, (iv) stating that, unless the Issuer defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Issuer’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Holders electing to have any Notes repurchased by the Issuer pursuant to this Section 9.07 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Holders will be entitled to withdraw their election made pursuant to this Section 9.07 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Notes repurchased and (vii) stating that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes Change of Control Offer is conditioned on the occurrence of a Change of Control Repurchase Event occurring or such other conditions specified therein, on or prior to the Change of Control Payment Date. The Issuer will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. To the extent that the provisions of any securities laws or regulations conflict with this Section 9.07, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.07 by virtue of such conflict.
(bd) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyIssuer.
(ce) The Issuer will determine whether the Notes are properly tendered. The Paying Agent shall will promptly deliver furnish to each Holder of Notes properly tendered the repurchase purchase price for the Notes, and, subject to the terms and conditions of this Indenture, the Trustee shall promptly will authenticate and mail furnish (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided that such new Note will be in a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess thereof. Any Note properly tendered and accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
(df) Notwithstanding the foregoing in this Section 4.02preceding paragraphs, the Company shall Issuer will not be required to make a Change of Control Offer in connection with upon a Change of Control Repurchase Event if (i) a third party makes such an offer in connection with such the Change of Control Repurchase Event Offer (in the manner and manner, at the times required and otherwise in compliance with the requirements for such set forth in this Indenture applicable to a Change of Control Offer made by the Company, Issuer) and such third party purchases all Notes properly validly tendered and not withdrawn under its offer.
Change of Control Offer or (eii) If Holders notice of not less than 90% redemption has been given pursuant to this Indenture as described in aggregate principal amount Section 10.05, unless and until there has been a default in payment of the outstanding Notes validly tender and do not withdraw such Notes in applicable Redemption Price. Notwithstanding anything to the contrary herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditional upon the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result occurrence of a Change of Control Repurchase Event. To Event and such other conditions specified therein.
(g) Notwithstanding the extent preceding or any provision of Rule 13d-3 or 13d-5 under the provisions Exchange Act, for purposes of any such securities laws this Indenture, (i) a person or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and group shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that beneficially own Voting Stock (x) subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations consummation of the acquisition of the Voting Stock in connection with the time and in the manner specified in this Section 4.02 to the extent permitted transactions contemplated by such securities laws agreement or regulations(y) as a result of veto or approval rights in any joint venture agreement, shareholder agreement or other similar agreement, and (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Issuer owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred.
Appears in 1 contract
Samples: Indenture (Lumen Technologies, Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option Issuer has elected to redeem the Notes pursuant as described above, the Issuer will be required to Section 4.01 make an offer (the “Change of this Supplemental Indenture, Control Offer”) to each Holder holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus repurchased, together with any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall Issuer will deliver a notice (the “Change of Control Notice”) to each Holder holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall ), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes Change of Control Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(bc) To the extent that the provisions of any securities laws or regulations conflict with this Section 907, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 907 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) Issuer. The Issuer will determine whether the Notes are properly tendered. The Paying Agent shall promptly will deliver to each Holder holder of Notes properly tendered the repurchase purchase price for the Notes, and, subject to the terms and conditions of this Indenture, the Trustee shall promptly will authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, holder a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided that such new Note will be in a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess thereof. Any Note properly tendered and accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
(de) Notwithstanding the foregoing in this Section 4.02, the Company shall The Issuer will not be required to make a Change of Control Offer in connection with upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such a Change of Control Repurchase Event Offer (in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the CompanyIssuer, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders Change of not less than 90% in aggregate principal amount of Control Offer. Notwithstanding anything to the outstanding Notes validly tender and do not withdraw such Notes in contrary herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control, conditional upon such Change of Control Offer and such other conditions specified therein, if a definitive agreement is in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to place for the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% the time of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right making of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a such Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulationsOffer.
Appears in 1 contract
Samples: Indenture (Centurylink, Inc)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 as set forth in Article Three of this Second Supplemental Indenture, the Company will make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, repurchased to the repurchase datedate of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event that constitutes or may constitute the Change of Control, the Company shall deliver will mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions event that constitute constitutes or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice shallnotice may, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Datepayment date specified in the notice.
(b) On the Change of Control Payment DateRepurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver mail to each Holder of Notes properly tendered and not withdrawn the repurchase purchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing ; provided, that each new Note will be in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate minimum principal amount of the outstanding Notes validly tender and do not withdraw such Notes $2,000 or an integral multiple of $1,000 in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount excess thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option right to redeem the such Notes pursuant to as set forth in Section 4.01 3.01 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the applicable Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 100,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on such the Notes repurchased to, but excluding, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, or at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The electronically delivered or mailed (the “Change of Control Notice Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateDate specified in the notice.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered the repurchase price payment for the Notes, and the Trustee shall will promptly authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum principal amount of $100,000 or an integral multiple of $1,000 in excess thereof.
(d) Notwithstanding the foregoing in this Section 4.02foregoing, the Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding any series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the applicable Notes upon a Change of Control Offer Repurchase Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Offer Repurchase Event in lieu of the Company pursuant to Section 4.02(d4.01(d) abovehereof, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) abovePayment Date, to redeem all Notes of such series that remain outstanding Outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding to the Redemption Date (subject to the right of the Holders of record on a Record Date the relevant record date to receive interest due on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have has exercised its option right to redeem all of the Notes pursuant to Section 4.01 of this Supplemental Indenture3.7, each Holder of the Notes shall will have the right to require the Company to repurchase all or any part (in a minimum amount denominations of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”), at a repurchase purchase price in cash equal to 101% the Change of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Control Payment Price.
(b) Within 30 days following any Change of Control Repurchase Event with respect to the Notes (or, at the option of the Company’s option, prior to any such Change of Control, Control but after the public announcement of the Change of Control or event that may constitute the pending Change of Control), the Company shall deliver must notify the Trustee and will send, by first class mail, a notice (the “Change of Control Notice”) to each Holder of such Notesat its address appearing in the security register, with a copy to the Trustee, describing which notice will include the transaction or transactions terms of the Change of Control Offer, stating:
(i) that constitute or may constitute the such Change of Control Repurchase Event has occurred or is pending and offering (that such Holder has the “Change of Control Offer”) right to require the Company to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of holders of record on the repurchase date specified in relevant Interest Record Date to receive interest due on the notice at the option of the Holders, which date relevant Interest Payment Date) (the “Change of Control Payment DatePrice”);
(ii) shall be no earlier than 30 days and no later than 60 days from the date if such notice is delivered. The Change of Control Notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring being consummated on or prior to the Change of Control Payment Date;
(iii) the date of repurchase (which shall be no earlier than 30 days nor later than 60 days from the date the Change of Control Offer is mailed) (the “Change of Control Payment Date”);
(iv) the procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased.
(bc) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under this Section 4.11 by virtue of any such conflict. The Company will not be required to make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and repurchases all Notes validly tendered and not withdrawn under such offer. For Notes which are represented by global certificates held on behalf of Euroclear and/or Clearstream, notices may be given by delivery of the relevant notices to each of Euroclear and Clearstream for communication to entitled account holders. So long as any Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market and the rules of Euronext Dublin so require, the Company will publish notices relating to the Change of Control Offer to the extent and in the manner permitted by such rules, posted on the official website of Euronext Dublin (xxx.xxx.xx).
(d) On the Change of Control Payment Date, the Company shallwill, to the extent lawfulpermitted by law:
(i) accept for payment all the Notes or portions of the Notes (in denominations of €100,000 and integral multiples of €1,000 in excess thereof) properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate repurchase price Change of Control Payment Price in respect of all the Notes or portions of the Notes properly so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the CompanyCompany and, to the extent applicable, an executed new Note or Notes evidencing any unpurchased portion of any Note or Notes surrendered for which the Trustee shall be required to authenticate and deliver a new Note or Notes as provided herein.
(ce) The Trustee will promptly mail, or cause the Paying Agent shall to promptly deliver mail to each Holder of Notes properly so tendered the repurchase price Change of Control Payment Price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesbook entry) to each Holder of a certificated Note, holder a new certificated Note equal in principal amount to any unpurchased portion of any such the Notes surrendered, if any, provided that each such new Note will be in a principal amount of €100,000 and integral multiples of €1,000 in excess thereof.
(df) Notwithstanding If the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer Payment Date is on or after an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the person in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in whose name the manner and Note is registered at the times required and otherwise in compliance with the requirements for close of business on such a Change of Control Offer made by the CompanyInterest Record Date, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly no additional interest will be payable to holders who tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date)Offer.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Amphenol Corp /De/)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option to redeem the Notes of such series pursuant to Section 4.01 4.02 of this First Supplemental Indenture, each Holder of the Notes of such series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on the Notes of such Notes series to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase the Notes of such Notes series on the repurchase date specified in the notice at the option of the HoldersHolders of such series of Notes, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes of the applicable series is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or tender agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee Trustee, upon receipt of a Company Order, shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.024.03, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the a series of Notes then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d4.03(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 days nor more than 60 days’ prior noticewritten notice to the Holders of such series of Notes (with a copy to the Trustee), given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b4.03(b) above, to redeem all Notes of such series that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.024.03, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 4.03 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 4.03 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: First Supplemental Indenture (Marvell Technology Group LTD)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option to redeem the Notes of such series pursuant to Section 4.01 402 of this First Supplemental Indenture, each Holder of the Notes of such series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on the Notes of such Notes series to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase the Notes of such Notes series on the repurchase date specified in the notice at the option of the HoldersHolders of such series of Notes, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes of the applicable series is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or tender agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02403, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the a series of Notes then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d403(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 days nor more than 60 days’ prior noticewritten notice to the Holders of such series of Notes (with a copy to the Trustee), given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b403(b) above, to redeem all Notes of such series that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Dateinterest payment date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02403, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 403 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 403 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: First Supplemental Indenture (Marvell Technology Group LTD)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have Corporation has exercised its option right to redeem the Notes pursuant in accordance with this Article 3, it will make an offer to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company Securityholder to repurchase all or any part (in a minimum amount excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that HolderSecurityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase date. date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyCorporation’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver Corporation will mail a notice (the “Change of Control Notice”) to each Holder of such NotesSecurityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and (i) offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered. The mailed, (ii) indicating that all Notes validly tendered will be accepted for payment and any Note not tendered will continue to accrue interest, (iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation defaults in its payment in connection with the Change of Control Notice Repurchase Event, all Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes repurchased by the Corporation pursuant to this Section 3.02 will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be entitled to withdraw their election made pursuant to this Section 3.02 if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Notes delivered for repurchase, and a statement that such Securityholder is withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose Notes of any series are being repurchased only in part will be issued new notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(c) The notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the CompanyCorporation’s obligation offer to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. The Corporation will cause its offer to purchase to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes set forth in this Section 3.02, the Company shallCorporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02 by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event, the Corporation will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCorporation’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being repurchased purchased by the CompanyCorporation.
(ce) The Paying Agent shall will promptly deliver mail to each Holder Securityholder of Notes properly tendered the repurchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, Securityholder a new certificated Note of the same series equal in principal amount to any unpurchased portion of any such Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on or as soon as practicable after the repurchase date.
(df) Notwithstanding the foregoing in this Section 4.02, the Company shall The Corporation will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer set forth in this Section 3.02 applicable to an offer made by the Company, Corporation and such third party purchases all Notes properly tendered and not withdrawn under its such third party’s offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a Series of Notes, unless the Company shall have exercised its option to redeem the Notes of such Series pursuant to Section 4.01 of this Second Supplemental Indenture, each Holder of the Notes of such Series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes of such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a Series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the outstanding Notes of a Series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes of such Series that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Second Supplemental Indenture (Electronic Arts Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall Issuers have exercised its option their right to redeem the Notes pursuant to Section 4.01 as set forth in Article Three of this First Supplemental Indenture, the Issuers will make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, repurchased to the repurchase datedate of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuers’ option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event that constitutes or may constitute the Change of Control, the Company shall deliver Issuers will mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions event that constitute constitutes or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice shallnotice may, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Datepayment date specified in the notice.
(b) On the Change of Control Payment DateRepurchase Event payment date, the Company Issuers shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control NoticeIssuers’ offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) Issuers. The Paying Agent shall will promptly deliver mail to each Holder of Notes properly tendered and not withdrawn the repurchase purchase price for the such Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing ; provided, that each new Note will be in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate minimum principal amount of the outstanding Notes validly tender and do not withdraw such Notes $2,000 or an integral multiple of $1,000 in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount excess thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option at such time has given written notice of redemption with respect to redeem the Notes all Outstanding Notes, pursuant to Section 4.01 of this Supplemental Indenture3.03 hereof, each Holder holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that Holdersuch holder’s Notes pursuant to the offer described in Section 4.01(b) hereof (such offer, the “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but excludingnot including, the repurchase date. date of purchase (the “Change of Control Payment”).
(b) Within 30 days following any Change of Control Repurchase Event orEvent, unless the Company at the option such time has given notice of the Company, prior redemption with respect to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Controlall Outstanding Notes pursuant to Section 3.03, the Company shall deliver send a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to holder and the Trustee, Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such all Outstanding Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) ), which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is deliveredsent, pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Notice shallnotice, if delivered mailed prior to the date of consummation of the Change of Control, shall state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring Offer is conditioned upon the Change of Control being consummated on or prior to the Change of Control Payment Date.
(b) On the . If a Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject interest shall be paid to the right Person in whose name such Note is registered at the close of Holders of record business on a such Record Date to receive interest on the relevant Interest Payment Date).
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.02 pursuant to the Indenture by virtue of such compliance.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(d) The paying agent shall promptly mail to each holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) The Company otherwise uses commercially reasonable efforts shall not be required to permit Holders make a Change of Control Offer with respect to exercise their rights and the Notes upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer with respect to fulfill its obligations such Notes in the time manner, at the times and otherwise in compliance with the manner specified requirements set forth in this Section 4.02 4.01 applicable to a Change of Control Offer made by the Company and purchases the Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) a notice of redemption has been given with respect to the extent permitted by Notes, pursuant to Section 3.03, at any time prior to 30 days following any Change of Control Repurchase Event, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the consummation of such securities laws or regulationsChange of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option right to redeem the Notes pursuant to as set forth in Section 4.01 3.01 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes Notes, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased to, but excludingnot including, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The electronically delivered or mailed (the “Change of Control Notice Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateDate specified in the notice.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered the repurchase price payment for the Notes, and the Trustee shall will promptly authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(d) Notwithstanding the foregoing in this Section 4.02foregoing, the Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the applicable Notes upon a Change of Control Offer Repurchase Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Offer Repurchase Event in lieu of the Company pursuant to Section 4.02(d4.01(d) abovehereof, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) abovePayment Date, to redeem all Notes that remain outstanding Outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding to the Redemption Date (subject to the right of the Holders of record on a Record Date the relevant record date to receive interest due on the relevant Interest Payment Date).
(f) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with any the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.02 4.01 by virtue of any such conflict.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Change of Control Repurchase Event or repurchase price of any Notes, or any component thereof; provided that , and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights stating that such change of Change of Control Repurchase Event has occurred and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by specifying such securities laws or regulationsrepurchase price.
Appears in 1 contract
Samples: Second Supplemental Indenture (Kyndryl Holdings, Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to as described under Section 4.01 of this Supplemental Indentureabove, the Company will be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount principal amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver will mail or send a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at (the option of the Holders“Repurchase Date”), which date (the “Change of Control Payment Date”) shall will be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed or sent. The Change of Control Notice notice shall, if delivered mailed or sent prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shallwill comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. The Trustee shall have no obligation to independently determine or verify if any Change of Control has occurred, nor any obligation to independently determine or verify if a Change of Control Repurchase Event has occurred or verify that the Company has complied with its obligations under this Section 4.02. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeCompany’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Purchase Price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered tendered, the repurchase price Purchase Price for the Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders. For purposes hereof, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations definitions are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.applicable:
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 of this Supplemental the Indenture, the Company shall be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Xxxxxx's Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Noticeits offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all of the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate officer's certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered tendered, the repurchase purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders . For purposes of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.following definitions are applicable:
Appears in 1 contract
Samples: Fourth Supplemental Indenture (United States Steel Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option to redeem the Notes of such series pursuant to Section 4.01 of this Second Supplemental Indenture, each Holder of the Notes of such series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on the Notes of such Notes series to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase the Notes of such Notes series on the repurchase date specified in the notice at the option of the HoldersHolders of such series of Notes, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes of the applicable series is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or tender agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee Trustee, upon receipt of a Company Order, shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the a series of Notes then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 days nor more than 60 days’ prior noticewritten notice to the Holders of such series of Notes (with a copy to the Trustee), given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes of such series that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Second Supplemental Indenture (Marvell Technology, Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have exercised its option at such time has given written notice of redemption with respect to redeem the Notes all Outstanding Notes, pursuant to Section 4.01 of this Supplemental Indenture3.03 hereof, each Holder holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples or an integral multiple of $1,000 in excess thereof) of that Holdersuch holder’s Notes pursuant to the offer described in Section 4.01(b) hereof (such offer, the “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but excludingnot including, the repurchase date. date of purchase (the “Change of Control Payment”).
(b) Within 30 days following any Change of Control Repurchase Event orEvent, unless the Company at the option such time has given notice of the Company, prior redemption with respect to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Controlall Outstanding Notes pursuant to Section 3.03, the Company shall deliver send a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to holder and the Trustee, Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such all Outstanding Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) ), which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is deliveredsent, pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Notice shallnotice, if delivered mailed prior to the date of consummation of the Change of Control, shall state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring Offer is conditioned upon the Change of Control being consummated on or prior to the Change of Control Payment Date.
(b) On the . If a Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securities) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject interest shall be paid to the right Person in whose name such Note is registered at the close of Holders of record business on a such Record Date to receive interest on the relevant Interest Payment Date).
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.02 pursuant to the Indenture by virtue thereof; provided that of such compliance.
(c) On the Change of Control Payment Date, the Company otherwise uses commercially reasonable efforts shall, to permit Holders the extent lawful:
(i) accept for payment all Notes or portions of Notes (equal to exercise their rights $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to fulfill its obligations the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(d) The paying agent shall promptly mail to each holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each such new note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) The Company shall not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer with respect to such Notes in the time manner, at the times and otherwise in compliance with the manner specified requirements set forth in this Section 4.02 4.01 applicable to a Change of Control Offer made by the Company and purchases the Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given with respect to the extent permitted by Notes, pursuant to Section 3.03, at any time prior to 30 days following any Change of Control Repurchase Event, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the consummation of such securities laws or regulationsChange of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option right to redeem the Notes pursuant to as set forth in Section 4.01 3.01 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount denominations of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes Notes, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on such the Notes repurchased to, but excluding, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, or at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The electronically delivered or mailed (the “Change of Control Notice Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateDate specified in the notice.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered the repurchase price payment for the Notes, and the Trustee shall will promptly authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02foregoing, the Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently delivered a redemption notice with respect to all of the outstanding Notes.
(e) If Holders of not less than 90% in aggregate principal amount of the any outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Offer Repurchase Event and the Company, or any third party making an offer to repurchase the Notes upon a Change of Control Offer Repurchase Event in lieu of the Company pursuant to Section 4.02(d4.01(d) abovehereof, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) abovePayment Date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding to such redemption date specified in the Redemption Date notice (subject to the right of the Holders of record on a Record Date the relevant record date to receive interest due on the relevant Interest Payment Date).
(f) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with any the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.02 4.01 by virtue of any such conflict.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Change of Control Repurchase Event or repurchase price of any Notes, or any component thereof; provided that , and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights stating that such change of Change of Control Repurchase Event has occurred and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by specifying such securities laws or regulationsrepurchase price.
Appears in 1 contract
Samples: Second Supplemental Indenture (GE HealthCare Technologies Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the any series of Notes, unless the Company shall have exercised its option to redeem the Notes of such series pursuant to Section 4.01 of this Third Supplemental Indenture, each Holder of the Notes of such series shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and multiples of $1,000 in excess thereof) of that HolderXxxxxx’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest on the Notes of such Notes series to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase the Notes of such Notes series on the repurchase date specified in the notice at the option of the HoldersHolders of such series of Notes, which date (the “Change of Control Payment Date”) shall be no earlier than 30 10 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes of the applicable series is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or tender agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee Trustee, upon receipt of a Company Order, shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the a series of Notes then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 days nor more than 60 days’ prior noticewritten notice to the Holders of such series of Notes (with a copy to the Trustee), given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes of such series that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Samples: Third Supplemental Indenture (Marvell Technology, Inc.)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Third Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a equal to minimum amount denominations of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes to, but excluding, the repurchase date. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Notice;
(ii) deposit with the Paying Agent or Tender Agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(c) The Paying Agent or Tender Agent shall promptly deliver to each Holder of Notes properly tendered the repurchase price for the Notes, and the Trustee shall shall, upon receipt of a Company Order, promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 9095% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Dateinterest payment date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.
Appears in 1 contract
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the Notesoccurs, unless the Company shall have has exercised its option right to redeem the Notes pursuant to Section 4.01 of this Supplemental the Indenture, the Company shall be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on such the Notes repurchased to, but excludingnot including, the repurchase datedate of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such the Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is deliveredmailed. The Change of Control Notice notice shall, if delivered mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) On Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Payment DateRepurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Noticeits offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate officers' certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(c) . The Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered tendered, the repurchase purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered.
(d) Notwithstanding the foregoing in this Section 4.02, the . The Company shall not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders . For purposes of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations.following definitions are applicable:
Appears in 1 contract
Samples: Second Supplemental Indenture (United States Steel Corp)
Purchase of Notes Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the a series of Notes, unless the Company shall have exercised its option right to redeem the such Notes pursuant to as set forth in Section 4.01 3.01 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of such series of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of equal to $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased to, but excludingnot including, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control transaction or event transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice (the “Change of Control Notice”) to each Holder of such NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase payment date specified in the notice at the option of the Holdersnotice, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The electronically delivered or mailed (the “Change of Control Notice Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the Company’s obligation offer to repurchase the Notes purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateDate specified in the notice.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control NoticeOffer;
(ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(c) The Paying Agent shall will promptly deliver to each Holder of Notes properly tendered the repurchase price payment for the Notes, and the Trustee shall will promptly authenticate and mail deliver (or cause to be transferred by book-entry in the case of Global Securitiesentry) to each Holder of a certificated Note, a new certificated Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(d) Notwithstanding the foregoing in this Section 4.02foregoing, the Company shall will not be required to make a Change of Control Offer in connection with an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and manner, at the times required and otherwise in compliance with the requirements for such a Change of Control Offer an offer made by the Company, Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding any series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the applicable Notes upon a Change of Control Offer Repurchase Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Offer Repurchase Event in lieu of the Company pursuant to Section 4.02(d) abovehereof, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) abovePayment Date, to redeem all Notes of such series that remain outstanding Outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding to the Redemption Date (subject to the right of the Holders of record on a Record Date the relevant record date to receive interest due on the relevant Interest Payment Date).
(f) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with any the repurchase of the a series of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 4.024.01, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.02 4.01 by virtue of any such conflict.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Change of Control Repurchase Event or repurchase price of any Notes, or any component thereof; provided that , and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights stating that such change of Change of Control Repurchase Event has occurred and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by specifying such securities laws or regulationsrepurchase price.
Appears in 1 contract
Samples: First Supplemental Indenture (Kyndryl Holdings, Inc.)
