Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2. (b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including: (1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price; (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control); (3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price; (4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; (5) the Change of Control Purchase Price; (6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture; (7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment; (8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date; (9) the procedures for withdrawing a tender of Notes; (10) that any Note not tendered will continue to accrue interest; and (11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date. (c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.
Appears in 14 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 1103, each Holder of Notes shall will have the right right, except as provided below, to require that the Company Issuer purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at ) of that Holder’s Notes for a purchase cash price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthe Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within . Not later than 30 days following any Change of Control, the Company shall Issuer will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(i1) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer Control;
(2) offering to be sent at least once purchase, pursuant to the Dow Xxxxx News Service or similar business news service procedures required hereby and described in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) ), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to each Holder 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date; and
(3) describing the procedures, as determined by first-class mailthe Issuer, postage prepaidconsistent with the Indenture, at its address appearing that Holders must follow to accept the Change of Control Offer. On or before the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Security Register stating Notes or includingportions of Notes properly tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that accept for payment all Notes or portions of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer Offer; and
(2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will be accepted for payment at promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price;
Payment for such Notes, and the Trustee will promptly authenticate and mail (4or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Purchase Payment Date is on or after an interest record date and on or before the related Interest Payment Date, which shall any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. A Change of Control Offer will be required to remain open for at least 20 Business Day no earlier than 30 days nor later than 60 days from the date Days or for such notice is mailed, or such later date longer period as is necessary to comply with requirements under required by law. The Issuer will publicly announce the Exchange Act;
(5) results of the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Offer on or prior as soon as practicable after the date of purchase. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Purchase Date to Offer in the Paying Agent manner, at the office of times and otherwise in compliance with the Paying Agent or requirements set forth in the Indenture applicable to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the a Change of Control Purchase Price for any Note which has been Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn will be paid promptly following the under such Change of Control Offer Purchase Date;
or (9ii) the procedures for withdrawing a tender Issuer has given notice of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatthe redemption of all of the Notes then Outstanding under Section 1103, unless the Company defaults and until there is a default in the payment of the applicable Redemption Price. If Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Purchase PriceOffer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes accepted for payment validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease to accrue interest after redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Purchase Date.
(c) Upon receipt by Payment price, accrued and unpaid interest, if any, to the Company date of redemption. The Issuer will comply with all applicable securities legislation in the proper tender United States, including, without limitation the requirements of NotesRule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 1007, the Holder of Issuer shall comply with the Note in respect of which such proper tender was made shall (unless the tender applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1007 by virtue of such Note compliance. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price with respect to such Note. Upon surrender at the time of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 7 contracts
Samples: Indenture (Weatherford International PLC), Indenture (Weatherford Irish Holdings Ltd.), Indenture (Weatherford Oil Tool GmbH)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular Record Dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be sent at least once be:
(A) delivered to holders of the Dow Xxxxx News Service Notes electronically or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, at its published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of the Irish Stock Exchange, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx)); and
(ii) send notice of the Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender acceptance (which procedures may also be performed at the office of any such Note for purchase the paying agent in accordance with Ireland as long as the foregoing provisions, such Note shall be paid by Notes are listed on the Company at Irish Stock Exchange).
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuers shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of interest whose Stated Maturity is on Dollar Notes, $200,000 or prior an integral multiple of $1,000 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Euro Note shall be in a principal amount of €100,000 and in integral multiples of €1,000 in excess thereof and each such new Dollar Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 24.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change 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 4 contracts
Samples: Indenture (Ardagh Group S.A.), Senior Indenture (Ardagh Finance Holdings S.A.), Secured Indenture (Ardagh Finance Holdings S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 Issuer.
(d) The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 3 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right to require that the Company Issuers purchase all or any part (in integral multiples of $1,000 except that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) of such Holder’s Notes in whole or in part pursuant to the offer described below (equal a “Change of Control Offer”). In the Change of Control Offer, the Issuers will offer to $2,000 or an integral multiple purchase all of $1,000 in excess thereof)the Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders of record on the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (brelevant Record Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within Unless an Issuer has previously or concurrently mailed a notice of redemption with respect to all of the outstanding Notes pursuant to Section 3.03 within 30 days following of any Change of ControlControl or, at the Company shall (i) cause a notice of the Issuers’ option, prior to such Change of Control Offer to be sent at least once to but after it is publicly announced, the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) Issuers must notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such the Change of Control to each Holder of Notes, by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingNote Register. The notice must state:
(1i) that a Change of Control has occurredoccurred or will occur, the date of such event, and that such Holder has the right to require the Company Issuers to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3ii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.09 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4iii) the Change of Control Purchase Date, which shall be fixed by the Issuers on a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the Change of Control Purchase Date may not occur prior to the Change of Control;
(5iv) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note Notes which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the procedures for withdrawing a tender form entitled “Option of NotesHolder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date;
(10vii) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Purchase Notice, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(viii) that any Note not tendered will continue to accrue interest; and
(11ix) that, unless the Company defaults Issuers default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect Date, the Issuers shall, to such Note. Upon surrender the extent permitted by law:
(i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of any such Note for purchase in accordance Control Offer;
(ii) deposit with the foregoing provisionsPaying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Note shall be paid Notes or portions thereof have been tendered to and purchased by the Company at Issuers.
(d) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuers any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that installments the aggregate amount of interest whose Stated Maturity is on cash deposited by the Issuers pursuant to clause (ii) of clause (c) above exceeds the aggregate Change of Control Purchase Price of the Notes or prior portions thereof to be purchased, then the Trustee shall hold such excess for the Issuers and (y) unless otherwise directed by the Issuers in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Issuers together with interest, if any, thereon.
(e) The Issuers shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuers will comply with the applicable securities laws and regulations and will not be payable deemed to have breached their obligations under this Section 4.09 by virtue of such conflict.
(f) Notwithstanding the foregoing, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Issuers and purchases all the Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers’ obligation to make a Change of Control Offer to repurchase the Notes may be waived or modified with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on the relevant record dates according then outstanding pursuant to the terms and the provisions of Section 29.02.
Appears in 3 contracts
Samples: Indenture (Tops Holding Ii Corp), Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes in whole or in part in integral multiples of (equal to $2,000 or an integral multiple of $1,000 in excess thereof)pound)1,000, at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (b) of this Section (the “"Change of Control Offer”") and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Section.
(b) Within 30 15 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and thereof, give written notice (a “"Change of Control Purchase Notice”") of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register Register, in the case of Definitive Notes, or in the books and records of the Principal Paying Agent, in the case of Global Notes and publish such notice in a leading Luxembourg newspaper, if the Company is then listed on the Luxembourg Stock Exchange stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s 's Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control, if any);
(3i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required to be prepared by the Company and any Guarantor pursuant to Section 4.19), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision;
(4) that the Change of Control Offer is being made pursuant to this Section 3.2 4.16 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(45) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(56) the Change of Control Purchase Price;
(67) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture2.03;
(7) 8) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;
(8) 9) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(910) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(1011) that any Note not tendered will continue to accrue interest; and
(1112) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.Section
Appears in 3 contracts
Samples: Supplemental Indenture (Candanaigua B V), Indenture (SCV Epi Vineyards Inc), Supplemental Indenture (Mt Veeder Corp)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (the “Change of Control shall occur at any time, then Offer”) the outstanding Notes of each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2below.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its the address of such Holder appearing in the Security Register stating or includingregister maintained by the Registrar, stating, among other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and 4.15;
(2) that all such Holders have the right to require the Company to repurchase such Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price on the Change of Control Purchase Date, Date which shall be a Business Day no earlier than 30 days nor and not later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not tendered or accepted for payment will continue to accrue interest; and;
(114) that, unless the Company defaults in the its payment of the Change of Control Purchase Price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(5) that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Purchase Date;
(6) that Holders will be entitled to withdraw their acceptance of the Change of Control Offer if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such Holder is withdrawing his or her election to have such Notes purchased;
(7) any other procedures that a Holder must follow to accept an Change of Control Offer or effect withdrawal of such acceptance; and
(8) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company pursuant to this Section 4.15. The Paying Agent shall promptly mail to each Holder so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original amount in denominations of $1,000 and integral multiples thereof.
(c) Upon receipt by The Company shall comply with the Company requirements of Rule 14e-1 under the proper tender Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled Notes pursuant to receive solely the a Change of Control Purchase Price with respect to such NoteOffer. Upon surrender of any such Note for purchase in accordance with To the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, extent that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of any securities laws or regulations conflict with this Section 24.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.
Appears in 2 contracts
Samples: Indenture (Healthsouth Corp), Indenture (Healthsouth Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 Issuer.
(d) The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 2 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailat such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 Issuer.
(d) The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 2 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall have the right to require that the Company will make an offer to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 1,000 or an integral multiple thereof) of $1,000 in excess thereof), at a purchase price the Notes pursuant to the offer described below (the “"Change of Control Purchase Price”Offer") at a price in cash in an amount (the "Change of Control Payment") equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interestinterest thereon, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2purchase.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes, postage prepaidwith a copy to the Trustee, at its address appearing in the Security Register stating or includingmanner provided in Section 106 a notice stating:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 the covenant entitled "Purchase of Notes upon Change of Control," and that all Notes properly tendered pursuant to the such Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(42) the Change of Control Purchase Datepurchase price and the purchase date, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date except as is necessary to comply with requirements under may be otherwise required by applicable law (the Exchange Act"Change of Control Payment Date");
(53) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on the Change of Control Payment Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing such Holder's tendered Notes and his election to have such Notes purchased;
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) any additional instructions a Holder must follow in order to have its Notes repurchased in accordance with this Section 1016.
(c) Prior to complying with the provisions of this Section 1016, but in any event within 30 days following a Change of Control, the Company will either repay all outstanding amounts under the Senior Credit Facility or offer to repay in full all outstanding amounts under the Senior Credit Facility and repay the Obligations held by each lender who has accepted such offer or obtain the requisite consents, if any, under the Senior Credit Facility to permit the repurchase of the Notes required by this Section 1016. 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 such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described hereunder by virtue thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(e) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date.
(cf) Upon receipt by the Company of the proper tender of Notes, the The Paying Agent shall promptly mail to each Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Notes the Change of Control Purchase Price with respect to Payment for such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsNotes, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of Section 2the Notes surrendered, if any, provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.
Appears in 2 contracts
Samples: Indenture (KCLC Acquisition Corp), Indenture (Kindercare Learning Centers Inc /De)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 5.1 and paragraph 5 of the Notes or one of the other two exceptions described below in the fifth paragraph of this Section 3.9 applies, each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, the date 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 Purchase Date”)Control, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 5.1 and paragraph 5 of the offer Notes or one of the other two exceptions described below in subsection (b) the fifth paragraph of this Section 3.9 applies, the Issuer will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company Issuer to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by the Company that Holders electing to have any Definitive Notes purchased pursuant to a Change of the proper tender of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes in certificated form completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuer is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect Payment Date, the Issuer will, to such Note. Upon surrender the extent lawful:
(1) accept for payment all Notes or portions of any such Note for purchase Notes (in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change a minimum principal amount of Control Purchase Price; provided, however, that installments $2,000 and integral multiples of interest whose Stated Maturity is on or prior $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit no later than 11:00 a.m. New York City time with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Holders Change of Control Offer. The Issuer is not required to make a Change of Control Offer upon a Change of Control if (i) any other Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 3.9 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to Section 5.5 of this Indenture, unless and until there is a default in payment of the applicable redemption price or (iii) in connection with or in contemplation of any Change of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Alternate Offer.
Appears in 2 contracts
Samples: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs, then each Holder of Notes shall will have the right right, except as provided in the fifth paragraph of this Section 1107, to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to in a principal amount of $2,000 or an equal to integral multiple multiples of $1,000 in excess thereof), ) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Triggering Event, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1204 or another of the offer described exceptions set forth in subsection (b) the fifth paragraph of this Section 1107 applies, the Company will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control Triggering Event has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a principal amount of interest whose Stated Maturity is on $2,000 or prior integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The paying agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1107 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (2) notice of redemption of all of the Outstanding Notes has been given pursuant to Section 1206 unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Outstanding Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1107, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1107 by virtue of its compliance with such securities laws or regulations. If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes registered in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 20 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record dates according date to receive interest due on the terms and relevant Interest Payment Date). Any redemption pursuant to this paragraph shall be made in compliance with Article Twelve. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1107 may be waived or modified or terminated with the provisions consent of Section 2the Holders of a majority in principal amount of the Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), whether before or after the occurrence of such Change of Control Triggering Event.
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (Concho Resources Inc), Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder holder of Notes shall have the right to require that the Company purchase repurchase such Holder’s holder's Notes in whole or in part in integral multiples of one thousand dollars (equal to $2,000 or an integral multiple of $1,000 in excess thereof), 1,000) at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to one hundred one percent (101% %) of the principal amount of such Notes, plus accrued and unpaid interestinterest thereon, if any, to, but excluding, to the purchase date of purchase (the “"Change of Control Purchase Date”), ") pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 thirty (30) days following any Change of Control, unless the Company has given the Holders notice of its intention to redeem the Notes pursuant to Section 3.01, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes, by first-class mail, postage prepaid, at its the Holder's address appearing in the Security Register stating or including:
Note register, stating, among other things, (1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at (ii) the Change of Control Purchase Price;
, (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4iii) the Change of Control Purchase Date, Date (which shall be a Business Day no earlier than 30 thirty days (30) nor later than 60 sixty days (60) from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
), (5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will shall continue to accrue interest; and
interest and to have all of the benefits of this Indenture, (11v) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (vii) that Holders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased, and (viii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to one thousand Dollars ($1,000) in principal amount or an integral multiple thereof. Prior to being required to purchase any Notes pursuant to this Section 3.04 and prior to the mailing of the notice of the Change of Control to the Holders, but in any event within 30 days following any Change of Control, the Company shall either (i) repay in full all of the Designated Senior Indebtedness and terminate all commitments thereunder or offer to do so and repay the Designated Senior Indebtedness and terminate all commitments of each lender thereunder who accepted such offer or (ii) obtain the requisite consent under the Designated Senior Indebtedness to permit the repurchase of the Notes pursuant to this Section 3.04. The Company shall comply with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control.
(c) Upon receipt by On the Change of Control Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled Trustee an amount equal to receive solely the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with respect an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price of such Note. Upon surrender Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of any the Notes surrendered, if any; provided that each such Note for purchase in accordance with the foregoing provisions, such new Note shall be paid by in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the Company at results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Date.
Appears in 2 contracts
Samples: Indenture (Cellstar Corp), Indenture (Cellstar Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs after the Escrow Release Date, then each Holder of unless the Company has exercised its right to redeem the Notes shall pursuant to Article X, Noteholders will have the right to require that the Company purchase such Holder’s Notes to repurchase all or any part in whole or in part (equal to $2,000 or an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in excess thereof), at a purchase price part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Purchase PriceOffer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash in an amount equal to 101% of the aggregate principal amount of such Notes, Notes repurchased plus accrued and unpaid interest, if any, toon the Notes repurchased, to but excluding, excluding the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) . Within 30 days following any Change of Control, or, at the Company shall (i) cause a notice Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurredControl, the date of such event, and Company will be required to send a notice to Noteholders describing the transaction or transactions that such Holder has the right to require the Company to repurchase such Holder’s Notes at constitute or may constitute the Change of Control Purchase Price;
(2) and offering to repurchase the circumstances and relevant facts regarding such Change of Control (including information with respect to Notes on the Company’s pro forma consolidated historical incomedate specified in the notice, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer which date will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent (the “Change of Control Payment Date”), or pursuant to the procedures required by this Indenture and described in such later notice. The notice shall, if sent prior to the date as of consummation of the Change of Control, state that the offer to purchase is necessary to comply with requirements under the Exchange Act;
(5) conditioned on the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of 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 Purchase Date to Control. To the Paying Agent at extent that the office provisions of the Paying Agent any securities laws or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that regulations conflict with the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn provisions of this Indenture, the Company will be paid promptly following required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.
(b) On the Change of Control Offer Purchase Payment Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in will be required, to the payment of the Change of Control Purchase Priceextent lawful, any Notes accepted to (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer shall cease Offer; (ii) deposit with the paying agent an amount equal to accrue interest after the Change of Control Purchase DatePayment in respect of all Notes or portions of 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 or portions of Notes being purchased.
(c) Upon receipt by the The Company will not be required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a third party makes the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer in accordance the manner, at the times and otherwise in compliance with the foregoing provisions, such Note shall be paid requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 415. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 415, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue thereof.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement that if fully performed would result in a Change of Control is in effect at the time of making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 2 contracts
Samples: Indenture (Victoria's Secret & Co.), Indenture (Victoria's Secret & Co.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs with respect to the Notes, then unless the Issuer has exercised its right to redeem the Notes under Section 3.01, each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to, pursuant to a Change of Control Offer, repurchase all or in any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof), ) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant subject to the offer described right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). No purchase in subsection (b) part shall reduce the principal amount at maturity of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Notes held by any Holder to below $2,000.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of (the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) of such Change of Control to each Holder by first-class mailof Notes at such Holder’s registered address, postage prepaidwith a copy to the Trustee, at its address appearing in the Security Register stating or includingstating:
(1i) that a Change of Control Triggering Event has occurred, the date of such event, occurred and that such Holder has the right to require the Company Issuer to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of ControlPayment”);
(3ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered) (the “Change of Control Payment Date”);
(iii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.08 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at on the Change of Control Purchase Price;Payment Date;
(4iv) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;Payment;
(5) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;2.03;
(7vi) that Notes must be surrendered on or prior to the Change of Control Purchase Payment Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;payment;
(8) vii) that the Change of Control Purchase Price Payment for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;Payment Date;
(9viii) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the procedures for withdrawing a tender Change of Notes;Control Offer;
(10ix) that any Note not tendered will continue to accrue interest; interest; and
(11x) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Purchase Payment Date.
(c) Upon receipt by . In the Company case of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the a Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer that is notified in accordance with the foregoing provisionsprior to a Change of Control Triggering Event, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments Offer may be conditioned on the occurrence of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to Triggering Event, if a definitive agreement is in place for the Holders Change of such Notes registered as such on Control at the relevant record dates according to time of making of the terms and the provisions Change of Section 2Control Offer.
Appears in 2 contracts
Samples: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)
Purchase of Notes upon a Change of Control. (a) If Subject to Section 5.15(f), if a Change of Control shall occur at any timeoccurs, then the Issuer will be required to make an offer to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole repurchase all or in any part (equal to $2,000 or in an amount that is an integral multiple of $1,000 1.00) of each Holder’s Notes in excess thereof), at a purchase price the manner described below (the “Change of Control Purchase PriceOffer”). In the Change of Control Offer, the Issuer will offer a payment (the “Change of Control Payment”) in cash in an amount equal to of at least 101% of the aggregate principal amount of such Notes, Notes repurchased plus accrued and unpaid interest, if any, toon the Notes repurchased, to but excluding, excluding the date of purchase (the “Change of Control Purchase Payment Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company Issuer shall deliver or send (by first- class mail) a written notice to each Holder with a copy to the Trustee:
(i) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and Control;
(ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control offering to each Holder by first-class mailpurchase, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at Offer, on the Change of Control Purchase Price;
(4) the Change of Control Purchase DatePayment Date specified in such notice, which shall be date will be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is delivered or mailed, or all Notes properly tendered pursuant to such later date as is necessary to comply with requirements under the Exchange Act;Change of Control Offer; and
(5iii) describing the procedures, as required by this Indenture, that Holders must follow in order to (A) tender Notes (or portions thereof) for payment and (B) withdraw an election to tender Notes (or portions thereof) for payment.
(c) On the Change of Control Purchase Price;Payment Date, the Issuer or its designated agent will, to the extent lawful:
(6i) the names and addresses of the Paying Agent and the offices accept for payment all Notes or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to Offer;
(ii) deposit with the Paying Agent at the office of the Paying Agent or an amount equal to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price Payment in respect of all Notes or portions thereof properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes accepted for any Note which has been purchase together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) On the Change of Control Payment Date, the Paying Agent will promptly transmit to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such tendered Notes, and the Holder of a Note of which a part only is repurchased shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered, and (i) in the case of Definitive Notes, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for the unpurchased part of the principal amount of the Notes so surrendered and (ii) in the case of Global Notes, the Trustee shall make notations on the Global Notes (or in the case of uncertificated Global Notes, in accordance with the Trustee’s Internal Procedures) of the principal amount thereof so purchased.
(e) Any Note accepted for payment pursuant to a Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date unless the Issuer defaults in making the Change of Control Payment. If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid promptly following to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(f) Notwithstanding the preceding paragraphs of this Section 5.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third-party makes an offer to purchase the Notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in this Section 5.15 and any other requirements in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Issuer or a third-party may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer Purchase Date;is made.
(9g) In the procedures for withdrawing a tender event that Holders of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Purchase PriceOffer and the Issuer (or a third-party making the offer as described above) purchases all of the Notes held by such Holders, any Notes accepted for payment the Issuer or third-party offeror, as applicable, will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem (in the case of the Issuer) or purchase (in the case of a third-party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to the Change of Control Purchase Date.
(c) Upon receipt by Payment plus, to the Company of the proper tender of Notes, the Holder of the Note extent not included in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect Payment, accrued and unpaid interest on the Notes that remain outstanding, to such Note. Upon surrender but excluding the date of any such Note for redemption or purchase in accordance with (subject to the foregoing provisions, such Note shall be paid by right of Holders of record on the Company at the Change of Control Purchase Price; provided, however, relevant Record Date to receive interest due on an Interest Payment Date that installments of interest whose Stated Maturity is on or prior to the date of redemption or purchase).
(h) The Issuer shall comply with the requirements of applicable securities laws and regulations to the extent such applicable securities laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Purchase Date shall be payable to Control. To the Holders of such Notes registered as such on the relevant record dates according to the terms and extent that the provisions of any applicable securities laws and regulations conflict with this Section 25.15, the Issuer shall comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under this Section 5.15 by virtue of such conflict or compliance.
Appears in 2 contracts
Samples: Trust Indenture, Trust Indenture
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described below in subsection (b) of this Section 10.13 (the “Change of Control Offer”) and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.210.13.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its his address appearing in the Security Register Note Register, stating or includingamong other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to, if applicable, information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required to be prepared by the Company pursuant to Section 7.4), (ii) a description of material developments, if any, in the Company’s business subsequent to the date of the latest of such reports and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision regarding the Change of Control Offer;
(4) that the Change of Control Offer is being made pursuant to this Section 3.2 10.13 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(45) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(56) the Change of Control Purchase Price;
(67) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture10.2;
(7) 8) that Notes must be surrendered on or not later than one Business Day prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 10.2 to collect payment;
(8) 9) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(910) the procedures for withdrawing that a tender Holder must follow to accept a Change of NotesControl Offer or to withdraw such acceptance;
(1011) that any Note not tendered will continue to accrue interest; and
(1112) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes Notes, or one or more Predecessor Notes, registered as such on the relevant record dates Regular Record Dates according to the terms and the provisions of Section 3.9. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least one Business Day prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Note Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Note Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorneys duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) The Company shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New York time) on the Change of Control Purchase Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds (or New York Clearing House funds if such deposit is made prior to the Change of Control Purchase Date) sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which are to be purchased as of the Change of Control Purchase Date and (iii) not later than 10:00 a.m. (New York time) on the Change of Control Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 10.13, the Company shall choose a Paying Agent which shall not be the Company.
(e) A tender made in response to a Change of Control Purchase Notice may be withdrawn if the Company receives, not later than one Business Day prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter, specifying, as applicable:
(1) the name of the Holder;
(2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(3) the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;
(4) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased; and
(5) the principal amount, if any, of such Note (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Company.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.
(g) The Company shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Bally Franchise RSC Inc), Indenture (Bally Franchise RSC Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.
Appears in 2 contracts
Samples: Exhibit (Constellation Brands, Inc.), Exhibit (Constellation Brands, Inc.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs with respect to the Notes, then unless the Issuer has exercised its right to redeem the Notes under Section 3.01, each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to, pursuant to a Change of Control Offer, repurchase all or in any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof), ) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant subject to the offer described right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). No purchase in subsection (b) part shall reduce the principal amount at maturity of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Notes held by any Holder to below $2,000.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of (the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) of such Change of Control to each Holder by first-class mailof Notes at such Holder’s registered address, postage prepaidwith a copy to the Trustee, at its address appearing in the Security Register stating or includingstating:
(1i) that a Change of Control Triggering Event has occurred, the date of such event, occurred and that such Holder has the right to require the Company Issuer to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of ControlPayment”);
(3ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered) (the “Change of Control Payment Date”);
(iii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.08 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at on the Change of Control Purchase Price;Payment Date;
(4iv) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;Payment;
(5) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;2.03;
(7vi) that Notes must be surrendered on or prior to the Change of Control Purchase Payment Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;payment;
(8) vii) that the Change of Control Purchase Price Payment for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;Payment Date;
(9viii) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the procedures for withdrawing a tender Change of Notes;Control Offer;
(10ix) that any Note not tendered will continue to accrue interest; interest; and
(11x) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Purchase Payment Date. In the case of a Change of Control Offer that is notified in accordance with the foregoing prior to a Change of Control Triggering Event, the Change of Control Offer may be conditioned on the occurrence of the Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(c) Upon receipt by the Company Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price Payment with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, the Holder of such Note shall be paid by the Company at Issuer on the Change of Control Purchase Price; Payment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Payment Date shall be payable to the Holders of such Notes Notes, registered as such on the relevant record dates Record Dates according to the terms and the provisions of Section 24.01. If any Note tendered for purchase in accordance with the provisions of this Section 4.08 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at the rate prescribed therefor in such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Offer at least one Business Day prior to the Change of Control Payment Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, one or more new Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) On the Change of Control Payment Date, the Issuer will, to the extent lawful, (i) accept for payment all of the Notes or portions of the Notes (in integral multiples of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Payment in respect of all of the Notes or portions of the Notes (in integral multiples of $2,000 and integral multiples of $1,000 in excess thereof) which have been so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly deliver to each Holder of the Notes so tendered the Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s expense to the Holder thereof. The Issuer will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.
(e) A tender made in response to a Change of Control Offer may be withdrawn if the Issuer receives, not later than the expiration date for the Change of Control Offer, or if there is no such expiration date, one Business Day prior to the Change of Control Payment Date, a written notice of withdrawal, specifying, as applicable:
(i) the name of the Holder;
(ii) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(iii) the principal amount of the Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;
(iv) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased; and
(v) the principal amount, if any, of such Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) that remains subject to the original Change of Control Offer and that has been or will be delivered for purchase by the Issuer.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuer any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Payment; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Payment of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Issuer and (y) unless otherwise directed by the Issuer in writing, promptly after the Business Day following the Change of Control Payment Date the Trustee shall return any such excess to the Issuer together with interest, if any, thereon.
(g) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of paragraph (f) of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(j) The provisions of this Section 4.08 relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the consent of Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 2 contracts
Samples: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)
Purchase of Notes upon a Change of Control. (a) If 3. Upon the occurrence of a Change of Control shall occur at any timeTriggering Event, then unless the Company has exercised its right to redeem the Notes as provided in Article Four of the Base Indenture, each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of each Holder’s Notes pursuant to the offer described in this Section 2.18 (the “Change of Control Purchase PriceOffer”) on the terms set forth in the Base Indenture at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, to but excluding, not including the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(ba) Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control, the Company shall (i) cause deliver a notice of to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Offer and offering to be sent at least once to repurchase the Dow Xxxxx News Service or similar business news service Notes on the date specified in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Datenotice, which date shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is maileddelivered (the “Change of Control Payment Date”), or pursuant to the procedures required by the Base Indenture and described in such later date as is necessary notice. The repurchase obligation with respect to comply with requirements under any notice delivered prior to the Exchange Act;
(5) consummation of the Change of Control, shall be conditioned on the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Triggering Event occurring on or prior to the payment date specified in the notice.
(b) 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 Purchase Date Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.18, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to the Paying Agent at the office have breached its obligations under this Section 2.18 by virtue of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;such conflicts.
(8) that c) On the Change of Control Purchase Price Payment Date, the Company shall, to the extent lawful, %4. accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, %4. deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered and %4. 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 thereof being purchased by the Company and the amount to be paid by the Paying Agent. The Paying Agent shall promptly mail to each Holder of Notes properly tendered 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 Note which has been unpurchased portion of the Notes surrendered by such Holder, if any; in denominations as set forth herein. 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.
(d) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.18 otherwise applicable to a Change of Control Offer made by the Company and such other Person purchases all Notes properly tendered and not withdrawn will be paid promptly following pursuant to such Change of Control Offer.
(e) In the event that Holders of not less than 90% of the aggregate principal amount of outstanding Notes accept a Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless and the Company defaults in the payment purchases all of the Change of Control Purchase PriceNotes held by such Holders, any Notes accepted for payment the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Purchase Date.
(c) Upon receipt by Payment plus, to the Company of the proper tender of Notes, the Holder of the Note extent not included in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the redemption date (subject to such Note. Upon surrender the right of any such Note for purchase in accordance with Holders of record on the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, relevant record date to receive interest due on an interest payment date that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2redemption date).
Appears in 2 contracts
Samples: Second Supplemental Indenture (Wyndham Destinations, Inc.), First Supplemental Indenture (Wyndham Destinations, Inc.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs, then each Holder of Notes shall will have the right right, except as provided in the fifth paragraph of this Section 1107, to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Triggering Event, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203 or another of the offer described exceptions set forth in subsection (b) the fifth paragraph of this Section 1107 applies, the Company will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control Triggering Event has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The paying agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1107 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (2) notice of redemption of all of the Outstanding Notes has been given pursuant to Section 1205 unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Outstanding Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1107, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1107 by virtue of its compliance with such securities laws or regulations. If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes registered in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 20 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record dates according date to receive interest due on the terms and relevant Interest Payment Date). Any redemption pursuant to this paragraph shall be made in compliance with Article Twelve. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1107 may be waived or modified or terminated with the provisions consent of Section 2the Holders of a majority in principal amount of the Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), whether before or after the occurrence of such Change of Control Triggering Event.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Concho Resources Inc), Thirteenth Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then then, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Eleven, each Holder holder of Notes or Additional Notes shall have the right to require that the Company purchase such Holder’s holder's Notes or Additional Notes, as applicable, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes or Additional Notes, plus accrued and unpaid interest, if any, toand Liquidated Damages, but excludingif any, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”) and in accordance with the procedures set forth in subsections (b"), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder holder of Notes or Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating:
(1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015 and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(4ii) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange ActAct (the "Change of Control Payment Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note or Additional Note not tendered will shall continue to accrue interest; and;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes or Additional Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date;
(v) certain other procedures that a holder of Notes or Additional Notes must follow to accept a Change of Control Offer or to withdraw such acceptance;
(vi) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at shall:
(i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or Offer;
(ii) deposit one day prior to the Change of Control Purchase Date purchase date with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and
(iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall be payable promptly mail, to the Holders of such Notes registered as such on the relevant record dates according so accepted, payment in an amount equal to the terms purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control purchase date. For purposes of this Section 1015, the Trustee shall act as Paying Agent. All Notes or portions thereof purchased pursuant to this Section 1015 will be cancelled by the Trustee.
(d) The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 21015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
Appears in 2 contracts
Samples: Indenture (Burke Industries Inc /Ca/), Indenture (Burke Industries Inc /Ca/)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall have the right to require that unless the Company purchase such Holder’s has elected to redeem the Notes in whole connection with such Change of Control, the Company will make an offer to purchase all or in any part (equal to $2,000 1,000 or an integral multiple thereof) of $1,000 in excess thereof), at a purchase price the Notes pursuant to the offer described below (the “"Change of Control Purchase Price”Offer") at a price in cash in an amount (the "Change of Control Payment") equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interestinterest thereon, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2purchase.
(b) Within 30 days following any Change of Control, the Company shall (i) cause give to each Holder, with a copy to the Trustee, in the manner provided in Section 106 a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 entitled "Purchase of Notes upon Change of Control," and that all Notes properly tendered pursuant to the such Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(42) the Change of Control Purchase Datepurchase price and the purchase date, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date except as is necessary to comply with requirements under may be otherwise required by applicable law (the Exchange Act"Change of Control Payment Date");
(53) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on the Change of Control Payment Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing such Holder's tendered Notes and his election to have such Notes purchased;
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) any additional instructions a Holder must follow in order to have its Notes repurchased in accordance with this Section 1016.
(c) Prior to complying with the provisions of this Section 1016, but in any event within 30 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under any outstanding Senior Indebtedness in each case necessary to permit the repurchase of the Notes required by this Section 1016. 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 such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described hereunder by virtue thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(e) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date.
(cf) Upon receipt by the Company of the proper tender of Notes, the The Paying Agent shall promptly mail to each Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to Payment for such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsNotes, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of Section 2the Notes surrendered, if any, provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.
Appears in 2 contracts
Samples: Indenture (Randalls Food Markets Inc), Indenture (Accuride Corp)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeTriggering Event, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 1203, each Holder of Notes shall will have the right right, except as provided below, to require that the Company Issuer purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at ) of that Holder’s Notes for a purchase cash price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthe Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within . Not later than 30 days following any Change of ControlControl Triggering Event, the Company shall Issuer will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(i1) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer Triggering Event;
(2) offering to be sent at least once purchase, pursuant to the Dow Xxxxx News Service or similar business news service procedures required by the Indenture and described in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) ), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to each Holder 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date; and
(3) describing the procedures, as determined by first-class mailthe Issuer, postage prepaidconsistent with the Indenture, at its address appearing that Holders must follow to accept the Change of Control Offer. On or before the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Security Register stating Notes or includingportions of Notes properly tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that accept for payment all Notes or portions of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer Offer; and
(2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will be accepted for payment at promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price;
Payment for such Notes, and the Trustee will promptly authenticate and mail (4or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Purchase Payment Date is on or after an interest record date and on or before the related Interest Payment Date, which shall any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. A Change of Control Offer will be required to remain open for at least 20 Business Day no earlier than 30 days nor later than 60 days from the date Days or for such notice is mailed, or such later date longer period as is necessary to comply with requirements under required by law. The Issuer will publicly announce the Exchange Act;
(5) results of the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Offer on or prior as soon as practicable after the date of purchase. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Purchase Date to Offer in the Paying Agent manner, at the office of times and otherwise in compliance with the Paying Agent or requirements set forth in the Indenture applicable to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the a Change of Control Purchase Price for any Note which has been Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn will be paid promptly following the under such Change of Control Offer Purchase Date;
or (9ii) the procedures for withdrawing a tender Issuer has given notice of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatthe redemption of all of the Notes then Outstanding under Section 1203, unless the Company defaults and until there is a default in the payment of the applicable Redemption Price. If Holders of not less than 95.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Purchase PriceOffer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes accepted for payment validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease to accrue interest after redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Purchase Date.
(c) Upon receipt by Payment price, accrued and unpaid interest, if any, to the Company date of redemption. The Issuer will comply with all applicable securities legislation in the proper tender of NotesUnited States, including, without limitation, the Holder requirements of Rule 14e-1 under the Note Exchange Act and any other applicable laws and regulations in respect connection with the purchase of which such proper tender was made Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 1107, the Issuer shall (unless comply with the tender applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1107 by virtue of such Note compliance. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price with respect to such Note. Upon surrender at the time of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 2 contracts
Samples: Indenture (Weatherford International PLC), Eleventh Supplemental Indenture (Weatherford International PLC)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (the "Change of Control shall occur at any time, then Offer") the outstanding Notes of each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2below.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its the address of such Holder appearing in the Security Register stating or includingregister maintained by the Registrar, stating, among other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and 4.15;
(2) that all such Holders have the right to require the Company to repurchase such Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price on the Change of Control Purchase Date, Date which shall be a Business Day no earlier than 30 days nor and not later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not tendered or accepted for payment will continue to accrue interest; and;
(114) that, unless the Company defaults in the its payment of the Change of Control Purchase Price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.;
(c5) Upon receipt by that Holders accepting the Company offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the proper tender of Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in respect the notice prior to the close of which such proper tender was made shall (unless business on the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Business Day preceding the Change of Control Purchase Price with respect Date;
(6) that Holders will be entitled to such Note. Upon surrender withdraw their acceptance of any such Note for purchase in accordance with the foregoing provisionsChange of Control Offer if the Paying Agent receives, such Note shall be paid by not later than the Company at close of business on the third Business Day preceding the Change of Control Purchase Price; providedDate, howevera telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that installments of interest whose Stated Maturity such Holder is on withdrawing his or prior her election to the have such Notes purchased;
(7) any other procedures that a Holder must follow to accept an Change of Control Purchase Date shall be payable to the Holders Offer or effect withdrawal of such Notes registered as such on acceptance; and
(8) the relevant record dates according to name and address of the terms and the provisions of Section 2Paying Agent.
Appears in 2 contracts
Samples: Indenture (Healthsouth Corp), Indenture (Healthsouth Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuers must make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Notes, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1.00, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101100% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular record dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an interest payment date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuers shall:
(i) cause a send notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaidwith a copy to the Trustee, at its to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Noteacceptance.
(c) The Trustee will promptly authenticate and deliver a new Note or Notes equal in principal amount to any unpurchased portion of Notes surrendered, if any, to the Holder in global form or to each holder of certificated Notes; provided that each such new Note will be in a principal amount of $1.00 or an integral multiple of $1.00 above such amount. Upon surrender The Issuers shall publicly announce the results of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at a Change of Control Offer on or as soon as practicable after the Change of Control Purchase Price; providedDate.
(d) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(e) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control 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 Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, the provisions of this Indenture shall not give Holders the right to require the Issuers to repurchase the Notes in the event of certain highly leveraged transactions, or certain other transactions, including a reorganization, restructuring, merger or similar transaction and, in certain circumstances, an acquisition by the Issuers’ management or its Affiliates, that may adversely affect Holders, if such transaction is not a transaction defined as a Change of Control. Any such transaction, however, that installments would have to comply with the applicable provisions of interest whose Stated Maturity is on this Indenture, including Section 4.06. The existence of a Holder’s right to require the Issuers to repurchase such Hxxxxx’s Notes upon a Change of Control may deter a third party from acquiring the Company or its Subsidiaries in a transaction which constitutes a Change of Control.
(f) 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 Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Purchase Date Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to but excluding the date of redemption.
(g) The Issuers shall be payable to comply with the Holders applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of such Notes registered as such on Control Offer. To the relevant record dates according to the terms and extent that the provisions of Section 2any securities laws or regulations conflict with provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
Appears in 1 contract
Samples: Indenture (Difl Us Ii LLC)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole all or in part a portion (equal to $2,000 or an (euro)1,000 and integral multiple multiples thereof) of $1,000 in excess thereofsuch Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, interest to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2purchase.
(b) Within 30 days following any the date upon which the Change of ControlControl occurred, the Company shall (i) send, or cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder send, by first-first class mail, postage prepaida notice to each Holder, at its address appearing in with a copy to the Security Register stating or includingTrustee stating:
(1i) that a Change of Control has occurred, the date of such event, occurred and that such Holder has purchase price in cash equal to 101% of the right principal amount thereof plus accrued and unpaid interest to require the Company to date of purchase;
(ii) the repurchase date (which shall be no earlier than 30 days nor later than 45 days from the date such Holder’s Notes at notice is mailed, other than as required by law) (the "Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of ControlPayment Date");
(3iii) the procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased;
(iv) that the Change of Control Offer is being made pursuant to this Section 3.2 1006 and that all Notes properly tendered pursuant to into the Change of Control Offer and not withdrawn will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names payment; and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price Offer shall remain open for any a period of 20 Business Days or such longer period as may be required by applicable law;
(v) the purchase price (including the amount of accrued interest, if any) for each Note and the date on which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Dateexpires;
(9) the procedures for withdrawing a tender of Notes;
(10vi) that any Note not tendered for payment will continue to accrue interest; andinterest in accordance with the terms thereof;
(11vii) that, unless the Company defaults shall default in the payment of the Change of Control Purchase Pricepurchase price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date;
(viii) that Holders electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes to the Paying Agent at the address specified in the notice prior to 5:00 p.m., London, England time, on the third Business Day prior to the Change of Control Payment Date and must complete the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note;
(ix) that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., London, England time, on the third Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holders, the principal amount of Notes the Holders delivered for purchase, the Note certificate number (if any) and a statement that such Holder is withdrawing his election to have such Notes purchased;
(x) that Holders whose Notes are purchased only in part will be issued Notes of like tenor equal in principal amount to the unpurchased portion of the Notes surrendered; provided, however, that each Note (euro)1,000 or integral multiples thereof; and
(xi) a description of the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof in integral multiples of (euro)1,000 validly tendered and not withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof validly tendered and accepted and (iii) deliver to the Trustee the Notes so accepted together with an Officers' Certificate setting forth the Notes or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or cause to be transferred by book-entry to such Holders a new Note of like tenor equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel and return the Notes purchased to the Company. Any monies remaining after the purchase of all Notes validly tendered pursuant to a Change of Control Offer shall be returned within three (3) Business Days by the Paying Agent to the Company. The Company shall publicly announce the results of the Change of Control Offer as soon as practicable following the Change of Control Payment Date.
(c) Upon receipt by the The Company is not required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a third party makes the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer in accordance the manner, at the times and otherwise in compliance with the foregoing provisions, such Note shall be paid requirements of this Section 1006 applicable to a Change of Control Offer made by the Company at the and purchases all Notes validly tendered and not withdrawn under such Change of Control Purchase Price; provided, however, that installments Offer.
(d) The Company will comply with the requirements of interest whose Stated Maturity is on or prior Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Purchase Date shall be payable to Offer. To the Holders of such Notes registered as such on the relevant record dates according to the terms and extent that the provisions of any securities laws or regulations conflict with this Section 21006 the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1006 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular Record Dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be sent at least once be:
(A) delivered to holders of the Dow Xxxxx News Service Notes electronically or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, at its published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and
(ii) send notice of the Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender acceptance (which procedures may also be performed at the office of any such Note for purchase the paying agent in accordance with Ireland as long as the foregoing provisions, such Note shall be paid by the Company at Notes are listed on Euronext Dublin).
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuers shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to €100,000 or an integral multiple of interest whose Stated Maturity is on or prior €1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of €100,000.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations (including those of Ireland) in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 24.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change 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
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 5.1 and paragraph 5 of the Notes or one of the other two exceptions described below in the fifth paragraph of this Section 3.9 applies, each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, the date 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 Purchase Date”)Control, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 5.1 and paragraph 5 of the offer Notes or one of the other two exceptions described below in subsection (b) the fifth paragraph of this Section 3.9 applies, the Issuer will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company Issuer to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by the Company that Holders electing to have any Definitive Notes purchased pursuant to a Change of the proper tender of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes in certificated form completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Issuer is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect Payment Date, the Issuer will, to such Note. Upon surrender the extent lawful:
(1) accept for payment all Notes or portions of any such Note for purchase Notes (in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change a minimum principal amount of Control Purchase Price; provided, however, that installments $2,000 and integral multiples of interest whose Stated Maturity is on or prior $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit no later than 11:00 a.m. New York City time with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Issuer is not required to make a Change of Control Offer upon a Change of Control if (i) any other Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 3.9 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to Section 5.5 of this Indenture, unless and until there is a default in payment of the applicable redemption price or (iii) in connection with or in contemplation of any Change of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer or Alternate Offer. The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.9, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.9 by virtue of its compliance with such securities laws or regulations. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes registered in a Change of Control Offer or Alternate Offer and the Issuer, or any other Person making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer, as applicable, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record dates according date to receive interest due on the relevant interest payment date). The Issuer’s obligation to make a Change of Control Offer pursuant to this Section 3.9 may be waived or modified or terminated with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Samples: Indenture (ANTERO RESOURCES Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 1.00 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to at least 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection Company will mail (bor send electronically if the Depositary is the recipient) of this Section a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% (or such greater percentage as may be specified in such notice) of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile or electronic transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1.00 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1.00 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1.00 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Samples: Indenture (Stone Energy Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then each Holder holder of Notes or Additional Notes shall have the right to require that the Company purchase such Holder’s holder's Notes or Additional Notes, as applicable, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes or Additional Notes, plus accrued and unpaid interest, if any, toand Liquidated Damages, but excludingif any, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”) and in accordance with the procedures set forth in subsections (b"), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder holder of Notes or Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating:
(1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015 and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(4ii) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange ActAct (the "Change of Control Payment Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note or Additional Note not tendered will shall continue to accrue interest; and;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes or Additional Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date;
(v) certain other procedures that a holder of Notes or Additional Notes must follow to accept a Change of Control Offer or to withdraw such acceptance;
(vi) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at shall:
(i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or Offer;
(ii) deposit one day prior to the Change of Control Purchase Date purchase date with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and
(iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall be payable promptly mail, to the Holders of such Notes registered as such on the relevant record dates according so accepted, payment in an amount equal to the terms purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control purchase date. For purposes of this Section 1015, the Trustee shall act as Paying Agent. All Notes or portions thereof purchased pursuant to this Section 1015 will be canceled by the Trustee.
(d) The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 21015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder Holders of Notes shall have the right to require that the Company Issuer purchase such Holder’s Notes in whole or in part (equal to in amounts of $2,000 or an and integral multiple multiples of $1,000 in excess thereof), thereof at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section below (the “Change of Control Offer”) and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 days following any Change of Control, unless the Company shall (i) cause a notice Issuer has exercised its rights to redeem all of the Change of Control Offer to be sent at least once to Notes as described under Section 1101, the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) Issuer shall notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its his address appearing in the Security Note Register or otherwise in accordance with the applicable procedures of DTC, stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015(a) and that all Notes properly tendered pursuant to the Change of Control Offer will shall be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, Date which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedsent, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture1002;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 1002 to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will shall be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(10) that any Note not tendered will shall continue to accrue interest; and;
(11) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(12) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, stating that, in the Issuer’s discretion, the purchase date pursuant to the Change of Control Offer may be delayed until such time as the Change of Control shall have occurred, or that such purchase may not occur and such notice may be rescinded in the event that the Change of Control shall not have occurred by the Change of Control payment date, or by the Change of Control payment date as so delayed.
(c) Upon receipt by the Company Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company Issuer at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes Notes, or one or more Predecessor Notes, registered as such on the relevant record dates Regular Record Dates according to the terms and the provisions of Section 309. If any Note tendered for purchase shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Purchase Date at the rate borne by such Note. Holders electing to have Notes purchased shall be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least two Business Days prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Issuer, the Note Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) The Issuer shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later than 11:00 a.m. (New York City time) on the Change of Control Purchase Date, deposit with the Paying Agent an amount of cash sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which are to be purchased as of the Change of Control Purchase Date and (iii) not later than the Change of Control Purchase Date, deliver to the Paying Agent an Officer’s Certificate stating the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such Holder, and the Issuer shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s expense to the Holder thereof. The Issuer shall publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 1015, the Issuer shall choose a Paying Agent which shall not be the Issuer.
(e) A Change of Control Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 1002 to which the related Change of Control Purchase Notice was delivered not later than three Business Days prior to the Change of Control Purchase Date specifying, as applicable:
(1) the name of the Holder;
(2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(3) the principal amount of the Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted; and
(4) the principal amount, if any, of such Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the original Change of Control Purchase Notice and that has been or shall be delivered for purchase by the Issuer.
(f) Subject to applicable escheat laws, as provided in the Notes, the Trustee and the Paying Agent shall return to the Issuer any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Issuer and (y) unless otherwise directed by the Issuer in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Issuer together with interest, if any, thereon.
(g) The Issuer shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer, provided that to the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.
(h) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Issuer shall not be required to make a Change of Control Offer if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer to be made by the Issuer and such third party purchases all the Notes properly tendered and not withdrawn under its offer. Section 1016. [Reserved].
Appears in 1 contract
Samples: Indenture (Media General Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any timetime with respect to either series of Notes, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of the applicable series of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes purchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders of the “Change of Control Offer”) and in accordance with applicable series on the procedures set forth in subsections (brelevant Record Dates to receive interest due on the relevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the applicable series of Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverwith respect to any series of Notes, that installments the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes of such series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes of such series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes of such series properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes of such series being purchased by the Company.
(d) The Paying Agent shall promptly deliver (or cause to be delivered) to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company), upon receipt of an Issuer Order, shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of paragraph (f) of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) The provisions of this Section 24.11 relating to the Company’s obligation to make an offer to repurchase the Notes of a series as a result of a Change of Control Triggering Event may be waived or modified with the consent of Holders of a majority in principal amount of the Notes of that series prior to the occurrence of the Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of with respect to Notes shall have the right to require that the Company purchase such Holder’s Notes 's Notes, pursuant to an offer described in subsection (b) of this Section (a "Change of Control Offer"), in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections paragraphs (b), (c), (d) and (e) of this Section 3.2Section.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “"Change of Control Purchase Notice”") of such Change of Control to each Holder by first-class mail, postage prepaid, to the Trustee and to each Holder at its his address appearing in the Security Register Note Register, stating or including:
(1) A. that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s 's Notes at the Change of Control Purchase Price;
(2) B. the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control, if any);
(3) C. that the Change of Control Offer is being made pursuant to this Section 3.2 10.14(a) and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Offer Purchase Price;
(4) D. the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is may be necessary for the Company to comply with the requirements under the Exchange Act;
(5i) the most recently filed annual report on Form 20-F or Form 40-F, as applicable (including audited consolidated financial statements), of the Company, and any report on Form 6-K of the Company furnished subsequent to such annual report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required to be prepared by the Company pursuant to Section 10.17), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports and (iii) such other information, if any, concerning the business of the Company and its Restricted Subsidiaries which the Company in good faith believes will enable such Holders to make an informed investment decision regarding the Change of Control Offer;
F. the Change of Control Purchase Price;
(6) G. the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture10.02;
(7) H. that Notes must be surrendered on or at least three Businexx Days prior to the Change of Control Purchase Date to the Paying Agent at the office Office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 10.02 to collect payment;
(8) I. that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) J. the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(10) K. that any Note not tendered will continue to accrue interest; and
(11) L. that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the each Holder of the a Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes Notes, or one or more Predecessor Notes, registered as such on the relevant record dates Regular Record Dates according to the terms and the provisions of Section 23.
Appears in 1 contract
Samples: Indenture (Hollinger Inc)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence after the Issue Date of a Change of Control shall occur at any timeControl, then each Holder of Notes shall will have the right to require that the Company purchase Issuers to concurrently repurchase all or any part of such Holder’s 's Notes in whole or in part (equal to $2,000 1,000 or an in integral multiple multiples of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase repurchase (subject to the “Change right of Control Purchase Date”Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Issuers shall not be obligated to repurchase Notes pursuant to the offer described in subsection (b) of this Section (4.15 in the “Change of Control Offer”) and event that they have exercised their right to redeem all the Notes as provided in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Article 10.
(b) Within 30 days following any The Issuers will not be required to make a Change of Control, the Company shall Control Offer (ias defined below) cause following a notice Change of Control if a third party makes the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; manner, at the times and (ii) notify otherwise in compliance with the Trustee thereof and give written notice (requirements set forth in this Indenture applicable to a “Change of Control Purchase Notice”) of Offer made by the Issuers, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(c) Unless the Issuers have exercised their right to redeem all the Notes as provided under Article 10, the Issuers shall, not later than 30 days following the date the Issuers obtain actual knowledge of any Change of Control having occurred, or that it will occur, mail a notice to each Holder by first-class mail, postage prepaid, at its address appearing in with a copy to the Security Register stating or includingTrustee stating:
(1) that a Change of Control has occurred, the date of such event, occurred or may occur and that such Holder has has, or upon such occurrence will have, the right to require the Company Issuers to repurchase concurrently purchase such Holder’s 's Notes at a purchase price in cash equal to 101% of the Change principal amount thereof, plus accrued and unpaid interest, if any, to the date of Control Purchase Pricepurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts and financial information regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
repurchase date (4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed);
(4) the instructions determined by the Issuers, or such later date as is necessary consistent with this Section 4.15, that a Holder must follow in order to comply with requirements under the Exchange Act;have its Notes purchased; and
(5) if such notice is mailed prior to the occurrence of a Change of Control, that such offer (the "Change of Control Purchase Price;
(6Offer") is conditioned on the names and addresses occurrence of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the such Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase DateControl.
(cd) Upon receipt by The Issuers will comply, to the Company extent applicable, with the requirements of Section 14(e) of the proper tender of Notes, the Holder of the Note Exchange Act and any other securities laws or regulations in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance connection with the foregoing provisions, such Note shall be paid by repurchase of Notes pursuant to this Section 4.15. To the Company at the Change of Control Purchase Price; provided, however, extent that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of any securities laws or regulations conflict with provisions of this Section 24.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Consolidated Communications Texas Holdings, Inc.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 Issuer.
(d) The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of in Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase purchase, and the Company shall make an offer to purchase, from such Holder’s Notes Holder all of its Notes, in whole or in part (equal to $2,000 or an and in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “"Change of in Control Purchase Price”") in cash in an amount equal to (i) 101% of the Accreted Value thereof as of the date of purchase (the "Change in Control Purchase Date") if such date is on or before March 1, 2003, and (ii) 101% of the principal amount at Maturity of such the Notes, plus accrued and unpaid cash interest, if any, to, but excluding, to the date of purchase (the “Change of in Control Purchase Date”)Date if such date is after March 1, 2003, pursuant to the offer described in subsection (b) of this Section 1014 (the “"Change of in Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 15 days following any Change of in Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of in Control Offer to each Holder by first-class mail, postage prepaid, at its the address of such Holder appearing in the Security Register stating or including:
Note Register, stating, among other things, (1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4i) the Change of in Control Purchase Price and the Change in Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
Act or any applicable securities laws or regulations; (5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10ii) that any Note not tendered will continue to accrete original issue discount and/or accrue interest, as the case may be; and
(11iii) that, unless the Company defaults in the payment of the Change of in Control Purchase Price, any Notes accepted for payment pursuant to the Change of in Control Offer shall cease to accrete original issue discount and/or accrue interest interest, as the case may be, after the Change of in Control Purchase Date; (iv) that Holders electing to have any Notes purchased pursuant to a Change in Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change in Control Purchase Date; (v) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change in Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; (vi) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Holders must follow in order to tender their Notes; and (viii) the circumstances and relevant facts regarding such Change in Control.
(c) Upon receipt by The Company shall comply to the extent applicable with the requirements of the tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change in Control Offer.
(d) The Company will not, and will not permit any Subsidiary to, create or permit to exist or become effective any restriction (other than restrictions existing under Indebtedness as in effect on the date of this Indenture) that would materially impair the ability of the Company of to make a Change in Control Offer to purchase the proper tender of NotesNotes or, if such Change in Control Offer is made, to pay for the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note Notes tendered for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2purchase.
Appears in 1 contract
Samples: Indenture (Dti Holdings Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuer must make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Notes, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular record dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an interest payment date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuer shall:
(i) cause a notice of the Change of Control Offer to be sent at least once published (i) in a leading newspaper having a general circulation in each of London (which is expected to be the Dow Xxxxx News Service Financial Times) and in New York (which is expected to be The Wall Street Journal); or similar business news service in the United States of America; and (ii) notify through the Trustee thereof and give written newswire service of Bloomberg, or any similar agency; and
(ii) send notice (a “of the Change of Control Purchase Notice”) of such Change of Control to each Holder Offer by first-class mail, postage prepaidwith a copy to the Trustee, at its to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow income and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to $200,000 or an integral multiple of interest whose Stated Maturity is on or prior $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 above such amount.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuer shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations (including those of The Netherlands) in connection with a Change of Control Offer. To the extent that the provisions of Section 2any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
Appears in 1 contract
Samples: Indenture (Digicel Group LTD)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 1103, each Holder of Notes shall will have the right right, except as provided below, to require that the Company Issuer purchase such Holder’s Notes in whole all or in any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof), at ) of that Holder’s Notes for a purchase cash price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthe Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within . Not later than 30 days following any Change of Control, the Company shall Issuer will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(i1) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer Control;
(2) offering to be sent at least once purchase, pursuant to the Dow Xxxxx News Service or similar business news service procedures required hereby and described in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) ), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to each Holder 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date; and
(3) describing the procedures, as determined by first-class mailthe Issuer, postage prepaidconsistent with the Indenture, at its address appearing that Holders must follow to accept the Change of Control Offer. On or before the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Security Register stating Notes or includingportions of Notes properly tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that accept for payment all Notes or portions of Notes (of a minimum of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer Offer; and
(2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The applicable Paying Agent will be accepted for payment at promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price;
Payment for such Notes, and the Trustee will promptly authenticate and mail (4or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Purchase Payment Date is on or after an interest record date and on or before the related Interest Payment Date, which shall any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. A Change of Control Offer will be required to remain open for at least 20 Business Day no earlier than 30 days nor later than 60 days from the date Days or for such notice is mailed, or such later date longer period as is necessary to comply with requirements under required by law. The Issuer will publicly announce the Exchange Act;
(5) results of the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Offer on or prior as soon as practicable after the date of purchase. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Purchase Date to Offer in the Paying Agent manner, at the office of times and otherwise in compliance with the Paying Agent or requirements set forth in the Indenture applicable to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the a Change of Control Purchase Price for any Note which has been Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn will be paid promptly following the under such Change of Control Offer Purchase Date;
or (9ii) the procedures for withdrawing a tender Issuer has given notice of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatthe redemption of all of the Notes then Outstanding under Section 1103, unless the Company defaults and until there is a default in the payment of the applicable Redemption Price. If Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Purchase PriceOffer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes accepted for payment validly tendered and not withdrawn by such Holders, the Issuer will 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 shall cease to accrue interest after redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Purchase Date.
(c) Upon receipt by Payment price, accrued and unpaid interest, if any, to the Company date of redemption. The Issuer will comply with all applicable securities legislation in the proper tender United States, including, without limitation the requirements of NotesRule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 1007, the Holder of Issuer shall comply with the Note in respect of which such proper tender was made shall (unless the tender applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1007 by virtue of such Note compliance. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price with respect to such Note. Upon surrender at the time of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs with respect to the Notes, unless the Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at any timea Change of Control Purchase Price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, then if any, to the date 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.
(b) The Change of Control Offer will be sent by the Company, in the case of Global Notes, through the facilities of DTC, and, in the case of Physical Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Change of Control Offer at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall have specify an expiration date (the right “Change of Control Expiration Date”) which shall be, subject to require that any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer and a settlement date (the “Change of Control Payment Date”) for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), in the case of Global Notes, through the facilities of DTC, and, in the case of Physical Notes, prior to the mailing of the Change of Control Offer of the Company’s obligation to make a Change of Control Offer, and the Change of Control Offer shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Payment Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer (the “Change of Control Purchase Amount”);
(4) the purchase such Holder’s Notes in whole or in part (equal price to be paid by the Company for each $2,000 or an principal amount of Notes (and integral multiple multiples of $1,000 in excess thereof), at a purchase price ) accepted for payment (as specified pursuant to this Indenture) (the “Change of Control Purchase Price”);
(5) in cash in an amount equal to 101% that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of such Notes, plus accrued $2,000 (and unpaid interestintegral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if anyapplicable;
(7) that, tounless the Company defaults in making such purchase, but excluding, any Note accepted for purchase pursuant to the date Change of purchase (Control Offer will cease to accrue interest on and after the “Change of Control Purchase Date”), but that any Note not tendered or tendered but not purchased by the Company pursuant to the offer described in subsection Change of Control Offer will continue to accrue interest at the same rate;
(b) 8) that, on the Change of this Section (Control Purchase Date, the “Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer”;
(9) and in accordance with that each Holder electing to tender a Note pursuant to the procedures Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that if Notes having an aggregate principal amount less than or equal to the Change of Control Purchase Amount are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) 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 such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be accepted deemed to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;
(4) at the time of launching the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;Offer.
(5g) On the Change of Control Purchase Price;Payment Date, the Company will, to the extent permitted by law:
(61) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been portions thereof properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.Offer;
(c2) Upon receipt by deposit with the Company of Paying Agent an amount equal to the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with respect an Officers’ Certificate to the Trustee stating that such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid Notes or portions thereof have been tendered to and purchased by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Company.
Appears in 1 contract
Samples: Indenture (Fti Consulting Inc)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence after the Issue Date of a Change of Control shall occur at any timeControl, then each Holder of Notes shall will have the right to require that the Company purchase to repurchase all or any part of the Notes of such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), Holder at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase repurchase (the “Change of Control Purchase Settlement Date”) (subject to Section 3.9); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 6.13 in the offer described event that it has exercised its right to redeem all of the Notes as provided in subsection Article IV.
(b) Unless the Company has exercised its right to redeem all the Notes as described in Article IV, the Company shall, not later than 30 days following the date the Company obtains actual knowledge of this Section any Change of Control having occurred, mail a notice (the a “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in with a copy to the Security Register stating or including:
Trustee stating: (1) that a Change of Control has occurred, the date of such event, occurred or may occur and that such Holder has has, or upon such occurrence will have, the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the Change principal amount thereof, plus accrued and unpaid interest, if any, to the date of Control Purchase Price;
purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts and financial information regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
; (3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
repurchase date (4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed); (4) the instructions determined by the Company, or such later date as is necessary consistent with this Section 6.13, that a Holder must follow in order to comply with requirements under the Exchange Act;
have its Notes purchased; and (5) if such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control. No Note will be repurchased in part if less than $2,000 in original principal amount of such Note would be left outstanding.
(c) The Company will not be required to make a Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Offer upon a Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
if (8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following a) a third party makes the Change of Control Offer Purchase Date;
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 purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (9b) notice of redemption of all outstanding Notes has been given pursuant to the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatIndenture, unless and until there is a default in payment of the applicable redemption price or (c) in connection with or in contemplation of any Change of Control, the Company defaults in the payment of has made an offer to purchase any and all outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price, payment (an “Alternate Offer”) and has purchased all outstanding Notes properly tendered in accordance with the terms of such Alternate Offer.
(d) If Holders of not less than 90% in aggregate principal amount of all outstanding Notes validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes accepted for payment (including pursuant to the a Change of Control Offer shall cease or an offer to accrue purchase with the proceeds from any Asset Disposition) and the Company, or any other Person making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of Notes on the relevant regular record date to receive interest after due on the Change of Control Purchase Daterelevant interest payment date).
(ce) Upon receipt by The Company will comply, to the Company extent applicable, with the requirements of Section 14(e) of the proper tender of Notes, the Holder of the Note Exchange Act and any other securities laws or regulations in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance connection with the foregoing provisions, such Note shall be paid by repurchase of Notes pursuant to this Section 6.13. To the Company at the Change of Control Purchase Price; provided, however, extent that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of any securities laws or regulations conflict with provisions of this Section 26.13, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 6.13 by virtue thereof.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Sally Beauty Holdings, Inc.)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control, the Borrower shall be obligated to make an offer to prepay (the "Change of Control shall occur at any time, then Offer") the outstanding Loans of each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Lender in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)part, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101100% of the principal amount thereof plus a prepayment premium in the amount of such Notesone percent of the principal amount thereof (collectively, the "Change of Control Prepayment Amount"), plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase prepayment (the “"Change of Control Purchase Prepayment Date”"), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2below.
(b) Within 30 days following any Change of Control, the Company Borrower shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to the Administrative Agent (who shall forward such notice to each Holder by first-class mailLender), postage prepaidstating, at its address appearing in the Security Register stating or includingamong other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and 6.06;
(2) that all Notes properly tendered pursuant such Lenders have the right to require the Borrower to prepay such Loans in full on the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, Prepayment Date which shall be a Business Day no earlier than 30 days nor and not later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not tendered Loan to requested to be prepaid will continue to accrue interest; and;
(114) that, unless the Company Borrower defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment Prepayment Amount in respect of the Loans held by Lenders requesting prepayment pursuant to the Change of Control Offer Offer, any Loan held by such Lenders shall cease to accrue interest after the Change of Control Purchase Prepayment Date.;
(c5) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter that Lenders will be entitled to receive solely withdraw their acceptance of the Change of Control Purchase Price with respect to such Note. Upon surrender Offer if the Administrative Agent receives, not later than the close of any such Note for purchase in accordance with business on the foregoing provisions, such Note shall be paid by the Company at third Business Day preceding the Change of Control Purchase PricePrepayment Date, a telegram, facsimile transmission or letter setting forth the name of the Lender, the principal amount of the Loans requested to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid;
(6) any other procedures that a Lender must follow to accept an Change of Control Offer or effect withdrawal of such acceptance; providedand
(7) the name and address of the Administrative Agent. On the Change of Control Payment Date, howeverthe Borrower shall, that installments of interest whose Stated Maturity is to the extent lawful, (1) prepay, on a pro rata basis to the extent necessary, Loans or prior portions thereof requested to be prepaid pursuant to the Change of Control Purchase Date shall be payable Offer and (2) deposit with the Administrative Agent US legal tender sufficient to pay the Holders Change of such Notes registered as such Control Prepayment Amount plus accrued and unpaid interest, if any, on the relevant record dates according Loans to the terms and the provisions of Section 2be prepaid.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Healthsouth Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection (b) of this Section Company will mail a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes purchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Samples: Third Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 €100,000 principal amount or an integral multiple of $€1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) right of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Date to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.05 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 26 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) If and for so long as the Notes are listed on The Official List of The International Stock Exchange (the “Exchange”) and if and to the extent that the rules of the Exchange so require, the Issuer will notify the Exchange of any Change of Control Offer for the Notes.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs with respect to the Notes, unless the Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at any timea Change of Control Purchase Price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, then if any, to the date 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.
(b) The Change of Control Offer will be sent by the Company, in the case of Global Notes, through the facilities of DTC, and, in the case of Physical Notes, by first-class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Change of Control Offer at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall have specify an expiration date (the right “Change of Control Expiration Date”) which shall be, subject to require that any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer and a settlement date (the “Change of Control Payment Date”) for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), in the case of Global Notes, through the facilities of DTC, and, in the case of Physical Notes, prior to the mailing of the Change of Control Offer of the Company’s obligation to make a Change of Control Offer, and the Change of Control Offer shall be mailed by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Payment Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer (the “Change of Control Purchase Amount”);
(4) the purchase such Holder’s Notes in whole or in part (equal price to $2,000 or an integral multiple of be paid by the Company for each $1,000 in excess thereof), at a purchase price principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Change of Control Purchase Price”);
(5) in cash in an amount equal to 101% that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of such Notes, plus accrued $1,000 (and unpaid interestintegral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if anyapplicable;
(7) that, tounless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date, but excludingthat any Note not tendered or tendered but not purchased by the Company pursuant to the Change of Control Offer will continue to accrue interest at the same rate;
(8) that, on the Change of Control Payment Date, the date of purchase (the “Change of Control Purchase Date”), Price will become due and payable upon each Note accepted for payment pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”;
(9) and in accordance with that each Holder electing to tender a Note pursuant to the procedures Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that if Notes having an aggregate principal amount less than or equal to the Change of Control Purchase Amount are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) 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 such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be accepted deemed to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;
(4) at the time of launching the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;Offer.
(5g) On the Change of Control Purchase Price;Payment Date, the Company will, to the extent permitted by law:
(61) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been portions thereof properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.Offer;
(c2) Upon receipt by deposit with the Company of Paying Agent an amount equal to the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with respect an Officers’ Certificate to the Trustee stating that such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid Notes or portions thereof have been tendered to and purchased by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Company.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular Record Dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuer shall, except to the extent that the Issuer has exercised its right to redeem all the Notes as described in paragraph 6(a) of the Notes or paragraph 6(c) of the Notes:
(i) cause a notice of the Change of Control Offer to be sent at least once be:
(A) delivered to the Dow Xxxxx News Service Holders electronically or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder mailed by first-class mail, postage prepaid, at its to the address of such holder appearing in the Security Register stating security register, with a copy to the Trustee; and
(A) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, published in The Irish Times (or includinganother leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and
(ii) which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2A) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3A) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10A) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(A) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(A) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender acceptance (which procedures may also be performed at the office of any such Note for purchase the paying agent in accordance with Ireland as long as the foregoing provisions, such Note shall be paid by the Company at Notes are listed on Euronext Dublin).
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to, in the case of interest whose Stated Maturity is on Dollar Notes, $200,000 or prior an integral multiple of $1 in excess thereof, and, in the case of Euro Notes, €100,000 or an integral multiple of €1 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note or Notes shall be in a principal amount of at least $200,000 and in minimum denominations of $1 or integral multiples thereof in the case of the Dollar Notes, and in a principal amount of €100,000 and in minimum denominations of €1 or integral multiples thereof in the case of the Euro Notes.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) The Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuer shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations (including those of Ireland) in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 24.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change 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
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection (b) of this Section Company will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (2) notice of redemption of all of the Outstanding Notes has been given pursuant to Section 1205 unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Outstanding Notes properly tendered in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes registered in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record dates according date to receive interest due on the relevant Interest Payment Date). Any redemption pursuant to this paragraph shall be made in compliance with Article Twelve. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the consent of the Holders of a majority in principal amount of the Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs, then each Holder of Notes shall will have the right right, except as provided in the fifth paragraph of this Section 1107, to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to in a principal amount of $2,000 or an equal to integral multiple multiples of $1,000 in excess thereof), ) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Triggering Event, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203 or another of the offer described exceptions set forth in subsection (b) the fifth paragraph of this Section 1107 applies, the Company will send a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control Triggering Event has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control repurchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under sent) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a principal amount of interest whose Stated Maturity is on $2,000 or prior integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The paying agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1107 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer, (2) notice of redemption of all of the Outstanding Notes has been given pursuant to Section 1205 unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Outstanding Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1107, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1107 by virtue of its compliance with such securities laws or regulations. If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes registered in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 20 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record dates according date to receive interest due on the terms and relevant Interest Payment Date). Any redemption pursuant to this paragraph shall be made in compliance with Article Twelve. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1107 may be waived or modified or terminated with the provisions consent of Section 2the Holders of a majority in principal amount of the Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), whether before or after the occurrence of such Change of Control Triggering Event.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole all or in part a portion (equal to $2,000 or an 1,000 and integral multiple multiples thereof) of $1,000 in excess thereofsuch Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, interest to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2purchase.
(b) Within 30 days following any the date upon which the Change of ControlControl occurred, the Company shall (i) send, or cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder send, by first-first class mail, postage prepaida notice to each Holder, at its address appearing in with a copy to the Security Register stating or includingTrustee stating:
(1i) that a Change of Control has occurred, the date of such event, occurred and that such Holder has purchase price in cash equal to 101% of the right principal amount thereof plus accrued and unpaid interest to require the Company to date of purchase;
(ii) the repurchase date (which shall be no earlier than 30 days nor later than 45 days from the date such Holder’s Notes at notice is mailed, other than as required by law) (the "Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of ControlPayment Date");
(3iii) the procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased;
(iv) that the Change of Control Offer is being made pursuant to this Section 3.2 1006 and that all Notes properly tendered pursuant to into the Change of Control Offer and not withdrawn will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names payment; and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price Offer shall remain open for any a period of 20 Business Days or such longer period as may be required by applicable law;
(v) the purchase price (including the amount of accrued interest, if any) for each Note and the date on which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Dateexpires;
(9) the procedures for withdrawing a tender of Notes;
(10vi) that any Note not tendered for payment will continue to accrue interest; andinterest in accordance with the terms thereof;
(11vii) that, unless the Company defaults shall default in the payment of the Change of Control Purchase Pricepurchase price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date;
(viii) that Holders electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes to the Paying Agent at the address specified in the notice prior to 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date and must complete the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note;
(ix) that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holders, the principal amount of Notes the Holders delivered for purchase, the Note certificate number (if any) and a statement that such Holder is withdrawing his election to have such Notes purchased;
(x) that Holders whose Notes are purchased only in part will be issued Notes of like tenor equal in principal amount to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in denominations of $1,000 or integral multiples thereof; and
(xi) a description of the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof in integral multiples of $1,000 validly tendered and not withdrawn pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof validly tendered and accepted and (iii) deliver to the Trustee the Notes so accepted together with an Officers' Certificate setting forth the Notes or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or cause to be transferred by book-entry to such Holders a new Note of like tenor equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall cancel and return the Notes purchased to the Company. Any monies remaining after the purchase of all Notes validly tendered pursuant to a Change of Control Offer shall be returned within three (3) Business Days by the Paying Agent to the Company. The Company shall publicly announce the results of the Change of Control Offer as soon as practicable following the Change of Control Payment Date.
(c) Upon receipt by the The Company is not required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a third party makes the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer in accordance the manner, at the times and otherwise in compliance with the foregoing provisions, such Note shall be paid requirements of this Section 1006 applicable to a Change of Control Offer made by the Company at the and purchases all Notes validly tendered and not withdrawn under such Change of Control Purchase Price; provided, however, that installments Offer.
(d) The Company will comply with the requirements of interest whose Stated Maturity is on or prior Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Purchase Date shall be payable to Offer. To the Holders of such Notes registered as such on the relevant record dates according to the terms and extent that the provisions of any securities laws or regulations conflict with this Section 21006 the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1006 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes purchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1i) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2ii) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(v) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(vi) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver (or cause to be delivered) to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company), upon receipt of an Issuer Order, shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of paragraph (f) of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) The provisions of this Section 24.11 relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the consent of Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If Unless the Issuer has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.03 within 30 days following the occurrence of a Change of Control Control, the Issuer shall occur at any time, make an offer to purchase all of the Notes then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), outstanding at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notesthe Notes purchased, plus accrued and unpaid interest, if any, thereon, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (a “Change of Control Offer”), in accordance with the procedures set forth in Section 3.10. The purchase date shall be no earlier than 20 business days and no later than 45 business days after the date such Change of Control Offer is delivered to the Holders. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, or conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(b) The Issuer will not be required to make a Change of Control Offer if a third party makes the Change of Control 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 Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(c) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in connection with a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice; provided that such notice is given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the greater of (x) the price offered to each other Holder in such tender offer exclusive of accrued and unpaid interest and (y) 101% of the aggregate principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest, if any, to, but excludingnot including, the date applicable Redemption Date.
(d) The Issuer will comply with the requirements of purchase (Rule 14e-1 under the “Change of Control Purchase Date”), pursuant Exchange Act and any other securities laws and regulations thereunder to the offer described extent those laws and regulations are applicable in subsection (b) connection with the purchase of this Section (the “Notes as a result of a Change of Control Offer”) and in accordance . To the extent that the provisions of any securities laws or regulations conflict with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States provisions of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurredthis Indenture, the date of such event, Issuer will comply with the applicable securities laws and that such Holder has the right regulations and will not be deemed to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that have breached its obligations under the Change of Control Offer is being made pursuant to provisions of this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender virtue of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2compliance.
Appears in 1 contract
Samples: Indenture (GTT Communications, Inc.)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer (the "Change of Control Offer") pursuant to the procedures set forth in Section 3.9 hereof and such other provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness to repurchase the Notes on the date specified in such notice, which date shall occur at any time, then each be no earlier than 30 days and no later than 60 days from the date of such Change of Control. Each Holder of Notes shall have the right to accept such offer and require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof), 1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price price, in cash (the “"Change of Control Purchase Price”) in cash in an amount Amount"), equal to 101% of the aggregate principal amount of such NotesNotes repurchased, plus accrued and unpaid interest, if any, to, but excluding, interest on the date of purchase (Notes repurchased to the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes a Change of Control 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, including any requirements to repay in full all Indebtedness under the Credit Agreement, any other Senior Indebtedness or any Guarantor Senior Indebtedness or obtains the consents of such lenders to such Change of Control Offer as described in clause (c) below, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(c) Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall shall:
(i) cause a notice (a) repay in full and terminate all commitments under the Credit Agreement and all other Senior Indebtedness and Guarantor Senior Indebtedness the terms of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness and repay such Indebtedness to each lender which has occurredaccepted such offer in full, or
(ii) obtain the date requisite consents under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness to permit the repurchase of such eventthe Notes as required under the Indenture.
(d) For purposes of the definition of "Change of Control," the term "beneficial owner" will be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provisions, and except that such Holder a Person shall be deemed to have "beneficial ownership" of all shares that the Person has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical incomeacquire, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, whether exercisable immediately or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest only after the Change passage of Control Purchase Datetime.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall have the right to require that unless the Company has previously or concurrently mailed (or sent electronically to DTC, in the case of Global Notes) a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase such Holder’s all of the Notes in whole or in part pursuant to the offer described below (equal to $2,000 or an integral multiple the “Change of $1,000 in excess thereof), Control Offer”) at a purchase price in cash (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase.
(b) The Change of Control Offer will be sent by the Company, (i) in the case of Global Notes, through the facilities of DTC and (ii) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “Change of Control Expiration Date”) which shall be, subject to any contrary requirements of applicable law, not less than 15 days or more than 60 days after the date of delivery of such Change of Control Offer and a settlement date (the “Change of Control Purchase Date”) for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), pursuant in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, prior to the offer described in subsection (b) mailing of this Section (the “Change of Control Offer of the Company’s obligation to make a Change of Control Offer”, and the Change of Control Offer shall be mailed by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Purchase Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer;
(4) the Change of Control Purchase Price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in accordance with the procedures name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of $2,000 (and integral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Change of Control Offer will continue to accrue interest at the same rate;
(8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;
(9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, regulations or Regulatory Requirements conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall be accepted deemed not to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;at the time of launching the Change of Control Offer.
(4g) On the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedCompany will, or such later date as is necessary to comply with requirements under the Exchange Act;extent permitted by law:
(51) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to Offer;
(2) deposit with the Paying Agent at an amount equal to the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) 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 Note which has been properly third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatby such Holders, unless the Company defaults in or such third party will have the payment of the Change of Control Purchase Priceright, any Notes accepted for payment upon not less than 15 days nor more than 60 days’ prior written notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Purchase Payment Date.
(c”) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely at the Change of Control Purchase Price with in respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Second Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Payment Date.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular Record Dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be sent at least once be:
(A) delivered to holders of the Dow Xxxxx News Service Notes electronically or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, at its published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of the Irish Stock Exchange, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx)); and
(ii) send notice of the Change of Control Offer by first‑class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender acceptance (which procedures may also be performed at the office of any such Note for purchase the paying agent in accordance with Ireland as long as the foregoing provisions, such Note shall be paid by Notes are listed on the Company at Irish Stock Exchange).
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuers shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to £100,000 or an integral multiple of interest whose Stated Maturity is on or prior £1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of £100,000 and in integral multiples of £1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 24.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change 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
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then each Holder of Notes shall have the right to require that the Company purchase all, but not less than all, of such Holder’s 's Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the outstanding principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingmanner provided in Section 107 stating, among other things:
(1i) that a Change of in Control has occurred, occurred with respect to the date of such event, Company and that such Holder has the right to require the Company to repurchase all, but not less than all, of such Holder’s 's Notes at a repurchase price in cash equal to 101% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of repurchase 83 75 (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(ii) the purchase price and the expiration date of the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase DateOffer, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with any applicable requirements under the Exchange ActAct and the purchase date, which will not be more than five Business days following the expiration date (the "Purchase Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note not tendered will continue to accrue interest; andinterest pursuant to its terms;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Purchase Date;
(v) the places where the Notes to be purchased are to be surrendered;
(vi) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will be required to surrender the Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Purchase Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Purchase Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his or her election to have such Notes purchased; and
(viii) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance, including procedures of DTC.
(c) Upon receipt by Notwithstanding paragraphs (a) and (b) above, the Company shall not be required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a third party makes the Change of Control Purchase Price Offer in the manner, at the times and otherwise in compliance with respect the requirements set forth in this Section 1015 applicable to Change of Control Offer made by the Company and purchases all the Notes validly tendered and not withdrawn under such NoteChange of Control Offer. Upon surrender 84 76
(d) The Company shall comply with the applicable tender offer rules, including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any such Note for purchase in accordance applicable securities laws or regulations conflict with provisions of this Section 1015, the Company shall comply with the foregoing provisions, applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
(e) Holders electing to have Notes purchased will be required to surrender such Note shall be paid by Notes to the Company at the address specified in the notice at least five Business Days prior to the Purchase Date. Holders will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase by the Holder as to which his election is to be withdrawn, and a statement that such Holder is withdrawing his election to have such Notes purchased.
(f) The Company shall not create or permit to exist or become effective any restriction (other than restrictions existing under Indebtedness or the Security Documents as in effect on the date of this Indenture) that would materially impair the ability of the Company to make a Change of Control Purchase Price; providedOffer to purchase the Notes or, however, that installments of interest whose Stated Maturity is on or prior to the if such Change of Control Purchase Date shall be payable Offer is made, to pay for the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2tendered for purchase.
Appears in 1 contract
Samples: Indenture (East Coast Power LLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (b) of this Section (the “"Change of Control Offer”") and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Section.
(b) Within 30 15 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and thereof, give written notice (a “"Change of Control Purchase Notice”") of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s 's Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control, if any);
(3i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required to be prepared by the Company and any Guarantor pursuant to Section 3.13), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision;
(4) that the Change of Control Offer is being made pursuant to this Section 3.2 3.10 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(45) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(56) the Change of Control Purchase Price;
(67) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) 8) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) 9) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(910) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(1011) that any Note not tendered will continue to accrue interest; and
(1112) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.Section
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to at least 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection (b) of this Section Company will mail a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% (or such greater percentage as may be specified in such notice) of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs, then each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of that Holder’s Notes pursuant to an offer (the “Change of Control Purchase PriceOffer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. No purchase in an part shall reduce the principal amount at maturity of the Notes held by any Holder to below $2,000.
(b) Within 30 days following any Change of Control Triggering Event, the Issuer shall mail a notice to each Holder of Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, with a copy to the Trustee, stating:
(i) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes, Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase repurchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase DatePayment”), pursuant to ;
(ii) the offer described in subsection repurchase date (bwhich shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.Payment Date”);
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.09 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at on the Change of Control Purchase Price;Payment Date;
(4iv) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;Payment;
(5) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;2.03;
(7vi) that Notes must be surrendered on or prior to the Change of Control Purchase Payment Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;payment;
(8) vii) that the Change of Control Purchase Price Payment for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;Payment Date;
(9viii) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the procedures for withdrawing a tender Change of Notes;Control Offer;
(10ix) that any Note not tendered will continue to accrue interest; interest; and
(11x) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Purchase Payment Date. In the case of a Change of Control Offer that is notified in accordance with the foregoing prior to a Change of Control Triggering Event, the Change of Control Offer may be conditioned on the occurrence of the Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(c) Upon receipt by the Company Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price Payment with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, the Holder of such Note shall be paid by the Company at Issuer on the Change of Control Purchase Price; Payment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Payment Date shall be payable to the Holders of such Notes Notes, registered as such on the relevant record dates Record Dates according to the terms and the provisions of Section 24.01. If any Note tendered for purchase in accordance with the provisions of this Section 4.09 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at the rate prescribed therefor in such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Offer at least one Business Day prior to the Change of Control Payment Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Hxxxxx’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, one or more new Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) On the Change of Control Payment Date, the Issuer will, 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 pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Payment in respect of all Notes or portions of Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) which have been properly tendered; 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 thereof accepted for payment by the Issuer. The Paying Agent shall promptly mail (or cause to be delivered) to each Holder of Notes which has properly tendered and so accepted the Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and mail (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Payment Date. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s expense to the Holder thereof. The Issuer will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.
(e) A tender made in response to a Change of Control Offer may be withdrawn if the Issuer receives, not later than the expiration date for the Change of Control Offer, or if there is no such expiration date, one Business Day prior to the Change of Control Payment Date, a written notice of withdrawal, specifying, as applicable:
(i) the name of the Holder;
(ii) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(iii) the principal amount of the Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;
(iv) a statement that such Holder is withdrawing its election to have such principal amount of such Note purchased; and
(v) the principal amount, if any, of such Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the original Change of Control Offer and that has been or will be delivered for purchase by the Issuer.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuer any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Payment; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Payment of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Issuer and (y) unless otherwise directed by the Issuer in writing, promptly after the Business Day following the Change of Control Payment Date the Trustee shall return any such excess to the Issuer together with interest, if any, thereon.
(g) This Section 4.09 will be applicable whether or not any other provisions of this Indenture are applicable.
(h) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(i) The Issuer shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(j) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of Section 6 or Section 7 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(k) The provisions of this Section 4.09 relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the consent of Holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuers or the Parent Guarantor shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular Record Dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuers or the Parent Guarantor shall:
(i) cause a notice of the Change of Control Offer to be sent at least once be:
(A) delivered to holders of the Dow Xxxxx News Service Notes electronically or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder mailed by first-class mail, postage prepaid; and
(B) if at the time of such notice the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, at its published in The Irish Times (or another leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by the rules of Euronext Dublin, posted on the official website of Euronext Dublin); and
(ii) send notice of the Change of Control Offer by first‑class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender acceptance (which procedures may also be performed at the office of any such Note for purchase the paying agent in accordance with Ireland as long as the foregoing provisions, such Note shall be paid by the Company at Notes are listed on Euronext Dublin).
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuers shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to $200,000 or an integral multiple of interest whose Stated Maturity is on or prior $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Issuers or the Parent Guarantor will publicly announce the results of the Change of Control Offer on, or as soon as practical after, the Change of Control Purchase Date.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall itself or via the authenticating agent promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) Neither the Issuers nor the Parent Guarantor shall be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers or the Parent Guarantor and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers and the Parent Guarantor shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
(h) Notwithstanding anything to the contrary contained in this Section 24.11, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change 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
Samples: Indenture (Ardagh Group S.A.)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuer must make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Notes, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular record dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an interest payment date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuer shall:
(i) cause a notice of the Change of Control Offer to be sent at least once published (A) in a leading newspaper having a general circulation in each of London (which is expected to be the Dow Xxxxx News Service Financial Times) and in New York (which is expected to be The Wall Street Journal) or (B) through the newswire service of Bloomberg or any similar business news service in the United States of Americaagency; and and
(ii) notify send notice of the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder Offer by first-class mail, postage prepaidwith a copy to the Trustee, at its to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow income and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date day such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to $1,000 or an integral multiple thereof) properly tendered pursuant to the Change of interest whose Stated Maturity is on or prior Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 above such amount.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) The Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuer shall comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities laws and regulations (including those of The Netherlands) in connection with a Change of Control Offer. To the extent that the provisions of Section 2any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
Appears in 1 contract
Samples: Indenture (Digicel Group LTD)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall have the right to require that unless the Company has previously or concurrently sent a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase such Holder’s all of the Notes in whole or in part pursuant to the offer described below (equal to $2,000 or an integral multiple the “Change of $1,000 in excess thereof), Control Offer”) at a purchase price in cash (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase.
(b) The Change of Control Offer will be sent by the Company, (i) in the case of Global Notes, through the facilities of DTC and (ii) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “Change of Control Expiration Date”) which shall be, subject to any contrary requirements of applicable law, not less than 15 days or more than 60 days after the date of delivery of such Change of Control Offer and a settlement date (the “Change of Control Purchase Date”) for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), pursuant in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, prior to the offer described in subsection (b) delivery of this Section (the “Change of Control Offer of the Company’s obligation to make a Change of Control Offer”, and the Change of Control Offer shall be sent by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Purchase Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer;
(4) the Change of Control Purchase Price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in accordance with the procedures name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of $2,000 (and integral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Change of Control Offer will continue to accrue interest at the same rate;
(8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;
(9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, regulations or Regulatory Requirements conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall be accepted deemed not to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;at the time of launching the Change of Control Offer.
(4g) On the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedCompany will, or such later date as is necessary to comply with requirements under the Exchange Act;extent permitted by law:
(51) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to Offer;
(2) deposit with the Paying Agent at an amount equal to the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) 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 Note which has been properly third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatby such Holders, unless the Company defaults in or such third party will have the payment of the Change of Control Purchase Priceright, any Notes accepted for payment upon not less than 15 days nor more than 60 days’ prior written notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Purchase Payment Date.
(c”) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely at the Change of Control Purchase Price with in respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Second Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Payment Date.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder holder of Notes shall have the right to require that the Company purchase repurchase such Holder’s holder's Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof), at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interestinterest thereon, if any, to, but excluding, to the purchase date of purchase (the “"Change of Control Purchase Date”), ") pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 10 days following any Change of Control, the Company shall (i) cause publish a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) Wall Street Journal, notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder holder of Notes, by first-class mail, postage prepaid, at its the Noteholder's address appearing in the Security Register stating or including:
Note register, stating, among other things, (1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at (ii) the Change of Control Purchase Price;
, (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4iii) the Change of Control Purchase Date, Date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
), (5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iv) that any Note not tendered will shall continue to accrue interest; and
interest and to have all of the benefits of this Indenture, (11v) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (vii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 13c-4 and 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control.
(c) Upon receipt by On the Change of Control Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled Trustee an amount equal to receive solely the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with respect an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the purchase price of such Note. Upon surrender Notes, and the Trustee shall promptly authenticate and mail to each Noteholder a new Note equal in principal amount to any unpurchased portion of any the Notes surrendered, if any; provided that each such Note for purchase in accordance with the foregoing provisions, such new Note shall be paid by in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the Company at results of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is Offer on or prior to as soon as practicable after the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Payment Date.
Appears in 1 contract
Samples: Indenture (Rac Financial Group Inc)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 11.03, each Holder of Notes shall will have the right right, except as provided below, to require that the Company Issuer purchase such Holder’s Notes in whole all or in any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof), at ) of that Holder’s Notes for a purchase cash price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthe Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within . Not later than 30 days following any Change of Control, the Company shall Issuer will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(i1) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer Control;
(2) offering to be sent at least once purchase, pursuant to the Dow Xxxxx News Service or similar business news service procedures required hereby and described in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) ), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to each Holder 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date; and
(3) describing the procedures, as determined by first-class mailthe Issuer, postage prepaidconsistent with the Indenture, at its address appearing that Holders must follow to accept the Change of Control Offer. On or before the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Security Register stating Notes or includingportions of Notes properly tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that accept for payment all Notes or portions of Notes (of a minimum of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer Offer; and
(2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The applicable Paying Agent will be accepted for payment at promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price;
Payment for such Notes, and the Trustee will promptly authenticate and mail (4or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Change of Control Purchase Payment Date is on or after an interest record date and on or before the related Interest Payment Date, which shall any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. A Change of Control Offer will be required to remain open for at least 20 Business Day no earlier than 30 days nor later than 60 days from the date Days or for such notice is mailed, or such later date longer period as is necessary to comply with requirements under required by law. The Issuer will publicly announce the Exchange Act;
(5) results of the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Offer on or prior as soon as practicable after the date of purchase. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Purchase Date to Offer in the Paying Agent manner, at the office of times and otherwise in compliance with the Paying Agent or requirements set forth in the Indenture applicable to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the a Change of Control Purchase Price for any Note which has been Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn will be paid promptly following the under such Change of Control Offer Purchase Date;
or (9ii) the procedures for withdrawing a tender Issuer has given notice of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatthe redemption of all of the Notes then Outstanding under Section 11.03, unless the Company defaults and until there is a default in the payment of the applicable Redemption Price. If Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Purchase PriceOffer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes accepted for payment validly tendered and not withdrawn by such Holders, the Issuer will 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 shall cease to accrue interest after redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Purchase Date.
(c) Upon receipt by Payment price, accrued and unpaid interest, if any, to the Company date of redemption. The Issuer will comply with all applicable securities legislation in the proper tender United States, including, without limitation the requirements of NotesRule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 10.07, the Holder of Issuer shall comply with the Note in respect of which such proper tender was made shall (unless the tender applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 10.07 by virtue of such Note compliance. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price with respect to such Note. Upon surrender at the time of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs, then each Holder of unless the Company has exercised its right to redeem the Notes shall pursuant to Article X, Noteholders will have the right to require that the Company purchase such Holder’s Notes to repurchase all or any part in whole or in part (equal to $2,000 or an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in excess thereof), at a purchase price part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Purchase PriceOffer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash in an amount equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitute or may constitute a Change of Control Triggering Event, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such Notesnotice is delivered (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of 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 Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 415, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to (i) accept for payment all Notes or portions of Notes properly tendered 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 (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.
(c) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control 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 purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 415. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 415, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue thereof.
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement that if fully performed would result in a Change of Control Triggering Event is in effect at the time of making of the Change of Control Offer.
(f) If Holders of not less than 90% of the 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 other Person making such Change of Control Offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to, to but excluding, excluding the date of purchase Redemption Date (the “Change of Control Purchase Date”), pursuant subject to the offer described in subsection (b) right of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such record on the relevant record dates according date to receive interest due on the terms and relevant Interest Payment Date falling prior to or on the provisions of Section 2Redemption Date).
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Purchase of Notes upon a Change of Control.
(a) If a Change of Control occurs, the Issuer shall occur at offer to repurchase all or any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of each Holder’s Notes pursuant to the offer described below (the “Change of Control Purchase PriceOffer”). In the Change of Control Offer, the Issuer shall offer a payment (the “Change of Control Payment”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes, Notes repurchased plus accrued and unpaid interest, if any, toon the Notes repurchased, but excluding, to the date of purchase (the “Change of Control Purchase Payment Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within Subject to Sections 5.15(g) and 5.15(h), within 30 days following any Change of Control, the Company Issuer shall (i) cause send a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in with a copy to the Security Register stating or including:Trustee:
(1i) describing the transaction or transactions that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at constitute the Change of Control Purchase PriceControl;
(2ii) the circumstances and relevant facts regarding such Change of Control (including information with respect offering to the Company’s pro forma consolidated historical incomepurchase, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at Offer, on the Change of Control Purchase Price;
(4) the Change of Control Purchase DatePayment Date specified in such notice, which shall be date will be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, all Notes properly tendered pursuant to such Change of Control Offer; and
(iii) describing the procedures, as required by this Indenture, that Holders must follow in order to (A) tender Notes (or such later date as is necessary portions thereof) for payment, and (B) withdraw an election to comply with requirements under the Exchange Acttender Notes (or portions thereof) for payment;
(5c) The Change of Control Offer shall remain open for at least 20 Business Days or such larger period as is required by applicable law. On the Change of Control Purchase Price;Payment Date, the Issuer or its designated agent will, to the extent lawful:
(6i) the names and addresses of the Paying Agent and the offices accept for payment all Notes or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect paymentOffer;
(8) that ii) deposit with the Trustee, in accordance with Section 4.8, an amount equal to the Change of Control Purchase Price Payment in respect of all Notes or portions thereof properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes accepted for any Note which has been purchase together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) On the Change of Control Payment Date, the Trustee shall promptly mail or wire transfer to each Holder of Notes properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;Payment for such tendered Notes, with such payment to be made through the facilities of the Depository for all Global Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.
(9e) the procedures Any Note accepted for withdrawing payment pursuant to a tender Change of Notes;
(10) that any Note not tendered Control Offer will continue cease to accrue interest; and
(11) that, unless the Company defaults in the payment of interest on and after the Change of Control Purchase PricePayment Date unless the Issuer defaults in making the Change of Control Payment. If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any Notes accepted for payment accrued and unpaid interest will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer in respect of Notes (or portions thereof) tendered pursuant to such offer.
(f) The Issuer shall cease to accrue interest publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date.
(cg) Upon receipt Notwithstanding the preceding paragraphs of this Section 5.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party (a “Third Party Offeror”) makes an offer (a “Third Party Offer”) to purchase all of the outstanding Notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in this Section 5.15 and any other requirements in this Indenture applicable to a Change of Control Offer and purchases all Notes validly tendered and not withdrawn under such Third Party Offer or (ii) a Redemption Notice has been given by the Company Issuer pursuant to Article 4, unless and until there is a default in payment of the proper tender applicable Redemption Price.
(h) Notwithstanding anything to the contrary contained herein, at the Issuer’s option a Change of NotesControl Offer or a Third Party Offer may be made in advance of a Change of Control, conditioned upon the Holder of the Note in respect of which such proper tender was made shall (unless the tender consummation of such Note Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price at the time the Change of Control Offer is made; provided that if the notice required pursuant to Section 5.15(b) is sent prior to the occurrence of the Change of Control, the Change of Control Offer shall be conditional upon the consummation of the Change of Control.
(i) Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer, as provided in the foregoing paragraphs of this Section 5.15, if, in connection with respect to such Note. Upon surrender or in contemplation of any such Note for Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the foregoing provisionsterms of such Alternate Offer.
(j) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer or the Third Party Offeror, as applicable, purchases all of the Notes held by such Note shall be paid by Holders, the Company at Issuer or the Third Party Offeror, as applicable, will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Purchase Price; providedPayment Date, howeverto redeem all of the Notes that remain outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on such Notes that installments remain outstanding, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest whose Stated Maturity due on the relevant Interest Payment Date that is on or prior to the Redemption Date).
(k) The Issuer shall comply with the requirements of Applicable Securities Legislation to the extent such Applicable Securities Legislation is applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any Applicable Securities Legislation conflict with the Section 5.15, the Issuer shall comply with the Applicable Securities Legislation and will be deemed not to have breached its obligations under this Section 5.15 by virtue of such conflict or compliance.
(l) The Issuer’s obligation to make a Change of Control Purchase Date shall Offer as a result of a Change of Control may be payable waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Holders of such Notes registered as such on at least a majority in aggregate principal amount of the relevant record dates according to the terms and the provisions of Section 2Notes.
Appears in 1 contract
Samples: Trust Indenture
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuer must make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Notes, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular record dates that are prior to the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (bPurchase Date to receive interest due on an interest payment date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall Issuer shall:
(i) cause a notice of the Change of Control Offer to be sent at least once published (i) in a leading newspaper having a general circulation in each of London (which is expected to be the Dow Xxxxx News Service Financial Times) and in New York (which is expected to be The Wall Street Journal); or similar business news service in the United States of America; and (ii) notify through the Trustee thereof and give written newswire service of Bloomberg, or any similar agency; and
(ii) send notice (a “of the Change of Control Purchase Notice”) of such Change of Control to each Holder Offer by first-class mail, postage prepaidwith a copy to the Trustee, at its to each Holder to the address of such Holder appearing in the Security Register stating or includingRegister, which notice shall state:
(1A) that a Change of Control has occurred, and the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Priceit occurred;
(2B) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions thereof (equal to $200,000 or an integral multiple of interest whose Stated Maturity is on or prior $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) The Paying Agent shall promptly mail to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer an amount equal to the Change of Control Purchase Price for such Notes and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 above such amount.
(e) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(f) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuer shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of Section 2any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue of such conflict.
Appears in 1 contract
Samples: Indenture (Digicel Group LTD)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right right, except as provided below, to require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)) of that Holder’s Xxxxx pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, at the Company will offer to make a purchase price cash payment (the a “Change of Control Purchase PricePayment”) in cash in an amount equal to 101% of the aggregate principal amount of such Notesnotes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant subject to the offer described in subsection (b) rights of this Section (Holders of the “Change of Control Offer”) and in accordance with Notes on the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company shall (i) cause will send a notice (the “Change of Control Offer”) to each Holder describing the transaction or transactions that constitute the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company offering to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant prior to the Change of Control Offer expiration date specified in the notice, which date will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act;
(5) 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 Purchase Price;
(6) Control. To the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) extent that the Change provisions of Control Purchase Price for any Note which has been properly tendered securities laws or regulations conflict with this Section 3.9, the Company will comply with the applicable securities laws and regulations and will not withdrawn will be paid promptly deemed to have breached its obligations this Section 3.9 by virtue of such compliance. Promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment expiration of the Change of Control Purchase PriceOffer, any Notes accepted the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(1) 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
(2) 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 or portions of Notes being purchased by the Company. The paying agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will 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. The Company will announce to the Holders of the Notes the results of the Change of Control Offer shall cease to accrue interest on or as soon as practicable after the Change of Control Purchase Date.
(c) Upon receipt by . The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable, except as described in the proper tender following paragraph. The Company will not be required to make a Change of Notes, the Holder Control Offer upon a Change of the Note in respect of which such proper tender was made shall Control if (unless the tender of such Note is properly withdrawn1) thereafter be entitled to receive solely a third party makes the Change of Control Purchase Price Offer in the manner, at the time and otherwise in compliance with respect the requirements set forth in this Indenture applicable to such Note. Upon surrender a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all outstanding Notes has been given pursuant to this Indenture as described in Section 5.5, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any such Note for Change of Control, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the foregoing provisionsterms of the Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Note shall be paid by the Company at Change of Control, if a definitive agreement is in place for the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to at the time the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer or Alternate Offer is made.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then the Issuer must make an offer (a “Change of Control Offer”) to each Holder holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole repurchase all or in any part (equal to $2,000 100,000 or an in integral multiple multiples of $1,000 in excess thereof)) of such holder’s Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (holders of record on relevant regular record dates that are prior to the “Change of Control Offer”) and in accordance with the Purchase Date to receive interest due on an interest payment date). Purchases made under a Change of Control Offer will also be subject to other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within Unless the Issuer has unconditionally exercised its right to redeem all the Notes in accordance with this Indenture and all conditions to such redemption have been satisfied or waived, within 30 days following any Change of Control, the Company shall (i) cause Issuer will deliver a notice to each holder of the Notes at such holder’s registered address or otherwise deliver a notice in accordance with the procedures described under Section 3.03 hereof stating that a Change of Control Offer is being made and offering to repurchase Notes on the Change of Control Offer to be sent at least once to Purchase Date, and the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingwill state:
(1i) that a Change of Control has occurred, and the date of such event, it occurred and that such Holder has offering to purchase the right to require Notes on the Company to repurchase such Holder’s Notes at date specified in the Change of Control Purchase Pricenotice;
(2ii) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall will be a Business Day no earlier than 30 10 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActAct and any applicable securities laws or regulations;
(5iv) that any Note accepted for payment pursuant to the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred Offer will cease to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to accrue interest after the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that unless the Change of Control Purchase Price for any Note which has been properly tendered and is not withdrawn will be paid promptly following the Change of Control Offer Purchase Datepaid;
(9) the procedures for withdrawing a tender of Notes;
(10v) that any Note (or part thereof) not tendered will continue to accrue interest; and
(11vi) that, unless the Company defaults in the payment any other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw such acceptance.
(c) On the Change of Control Purchase PriceDate, any Notes accepted the Issuer shall, to the extent permitted by law:
(i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that all Notes or portions thereof have been tendered to and purchased by the Issuer.
(d) The Paying Agent will promptly mail (or cause to be delivered) to each holder of Notes properly tendered the Change of Control Purchase Price for such Notes. The Trustee (or the authenticating agent appointed by it) will promptly authenticate and deliver (or cause to be transferred by book-entry) to each holder a new Note or Notes equal in principal amount to any unpurchased portion of Notes surrendered, if any, to the holder of Notes in global form or to each holder of certificated Notes; provided that each new Note will be in a principal amount of $100,000 or in integral multiples of $1,000 in excess thereof. The Issuer will publicly announce the results of a Change of Control Offer shall cease to accrue interest on or as soon as practicable after the Change of Control Purchase Date.
(ce) Upon receipt The Issuer will not be required to make a Change of Control Offer if (i) a third party makes the Change of Control 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 Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the proper applicable redemption price. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable.
(f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(g) If and for so long as the Notes are listed on the Official List of the Exchange and to the extent the rules and regulations of the Exchange so require, the Issuer will notify the Exchange of any Change of Control Offer and the results thereof.
(h) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such conflict. In the event that not less than 90% of the aggregate principal amount of the Notes then outstanding are properly tendered (and not properly withdrawn) in a Change of Control Offer, and the Issuer (or a third party making the Change of Control Offer as provided above) purchase all of such Notes, the Holder Issuer will have the right (but not the obligation), upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Note in respect of which Notes that remain outstanding following such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled purchase, at a redemption price equal to receive solely the Change of Control Purchase Price with respect plus, to such Note. Upon surrender of any such Note for purchase the extent not included in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, howeveraccrued and unpaid interest, if any, on the notes that installments remain outstanding, to, but excluding, the date of redemption (subject to the right of holders of notes on the relevant record date to receive interest whose Stated Maturity due on the relevant interest payment date that is on or prior to the Change date of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2redemption).
Appears in 1 contract
Samples: Indenture (Danaos Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 principal amount or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) right of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Date to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Holders Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes registered as such on the relevant record dates according are then listed) to the terms and extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of Section 2any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder holder of Notes shall have the right to require that the Company purchase such Holderholder’s Notes Notes, in whole or in part (equal to $2,000 in integral multiples of US$1,000 or an integral multiple of $1,000 in excess thereof)Ps 1,000, as the case may be, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section below (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof in writing and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes by first-class mail, postage prepaid, at its the address of such Holder appearing in the Security Register stating or including:
Register, stating, among other things, (1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4i) the Change of Control Purchase Date, Price and the Change of Control Purchase Date which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent Act or any applicable securities laws or regulation and the offices or agencies referred to in Section 4.2 requirements of the Initial Indenture;
any securities exchange on which such Notes are listed; (7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10ii) that any Note not tendered will continue to accrue interest; and
(11iii) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any such Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Purchase Date; (iv) that Holders of Notes electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Purchase Date; (v) that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased; and (vi) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.
(c) Upon receipt by the The Company of the proper tender of Notes, the Holder of the Note shall comply with any applicable securities laws and regulations in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the connection with a Change of Control Purchase Price with respect to such Note. Upon surrender of Offer.
(d) The Company shall not enter into any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by agreement that would prohibit the Company at the from making a Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on Offer to purchase the Notes or prior to the if such Change of Control Purchase Date shall be payable Offer is made, to the Holders of such pay for any Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2tendered for purchase.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 principal amount or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) right of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Date to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Issuer shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 Issuer.
(d) The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Holders Change of Control Offer.
(g) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes registered as such on the relevant record dates according are then listed) to the terms and extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of Section 2any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then then, each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes 's Notes, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes or Additional Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”) and in accordance with the procedures set forth in subsections (b"), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder holder of Notes and Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating:
(1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015 and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(4ii) the Change of Control purchase price and the Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange ActAct (the "Change of Control Payment Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note or Additional Note not tendered will shall continue to accrue interest; and;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes or Additional Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date;
(v) certain other procedures that a holder of Notes or Additional Notes must follow to accept a Change of Control Offer or to withdraw such acceptance;
(vi) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at shall:
(i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or Offer;
(ii) deposit one day prior to the Change of Control Purchase Date with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and
(iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall be payable promptly mail, to the Holders of such Notes registered as such on the relevant record dates according so accepted, payment in an amount equal to the terms purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note or Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples 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 Purchase Date. For purposes of this Section 1015, the Trustee shall act as Paying Agent. All Notes or portions thereof purchased pursuant to this Section 1015 will be cancelled by the Trustee.
(d) The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 21015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Ameristeel Corp)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then unless the Company has exercised its right to redeem the Notes as provided in Article Four of the Base Indenture, each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of each Holder’s Notes pursuant to the offer described in this Section 2.16 (the “Change of Control Purchase PriceOffer”) on the terms set forth in cash in an amount the Base Indenture at a purchase price equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, to but excluding, not including the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, or, at the Company shall (i) cause a notice Company’s option, prior to the date of consummation of any Change of Control, but after the public announcement of the Change of Control Offer Control, the Company shall mail a notice to be sent at least once each Holder, with a copy to the Dow Xxxxx News Service Trustee, describing the transaction or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) transactions that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at constitute the Change of Control Purchase Price;
(2) and offering to repurchase the circumstances and relevant facts regarding such Change of Control (including information with respect to Notes on the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that date specified in the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Datenotice, which date shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”), or pursuant to the procedures required by the Base Indenture and described in such later notice. The notice shall, if mailed prior to the date as of the consummation of the Change of Control, state that the offer to purchase is necessary to comply with requirements under the Exchange Act;
(5) conditioned on the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered occurring on or prior to the payment date specified in the notice.
(c) 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 Purchase Date Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to the Paying Agent at the office have breached its obligations under this Section 2.16 by virtue of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;such conflicts.
(8) that d) On the Change of Control Purchase Price Payment Date, the Company shall, to the extent lawful, (i) accept for any Note which has been payment all Notes or portions thereof properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment 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 thereof properly tendered 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 thereof being purchased by the Company and the amount to be paid by the Paying Agent. The Paying Agent shall promptly mail to each Holder of Notes properly tendered 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 by such Holder, if any; in denominations as set forth herein. The Company shall publicly announce the results of the Change of Control Offer shall cease to accrue interest on or as soon as practicable after the Change of Control Purchase Payment Date.
(ce) Upon receipt by the The Company shall not be required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a another Person makes the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer in accordance the manner, at the times and otherwise in compliance with the foregoing provisions, such Note shall be paid requirements set forth in this Section 2.16 otherwise applicable to a Change of Control Offer made by the Company at the and such other Person purchases all Notes properly tendered and not withdrawn pursuant to such Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 1 contract
Samples: Third Supplemental Indenture (Wyndham Worldwide Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes Notes, in whole or in part (equal to $2,000 in integral multiples of U.S.$1,000 or an integral multiple of $1,000 in excess thereof)Ps.1,000, as the case may be, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section below (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) . Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof in writing and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes by first-class mail, postage prepaid, at its the address of such Holder appearing in the Security Register stating or including:
Register, stating, among other things, (1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4a) the Change of Control Purchase Date, Price and the Change of Control Purchase Date which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent Act or any applicable securities laws or regulation and the offices or agencies referred to in Section 4.2 requirements of the Initial Indenture;
any securities exchange on which such Notes are listed; (7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10b) that any Note not tendered will continue to accrue interest; and
(11c) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any such Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Purchase Date.
; (cd) Upon receipt by that Holders of Notes electing to have any Note or portion thereof purchased pursuant to the Company Change of Control Offer will be required to surrender such Note, to the proper tender Paying Agent at the address specified in the notice prior to the close of Notes, business on the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Business Day immediately preceding the Change of Control Purchase Price with respect Date; (e) that Holders of Notes will be entitled to such Note. Upon surrender withdraw their election if the Paying Agent receives, not later than the close of any such Note for purchase in accordance with business on the foregoing provisions, such Note shall be paid by the Company at third Business Day immediately preceding the Change of Control Purchase PriceDate, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased; provided, however, and (f) that installments of interest Holders whose Stated Maturity is on or prior Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Company shall comply with any applicable securities laws and regulations in connection with a Change of Control Purchase Date Offer. The Company shall be payable not enter into any agreement that would prohibit the Company from making a Change of Control Offer to purchase the Holders Notes or if such Change of such Control Offer is made, to pay for any Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2tendered for purchase.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (ai) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s shall offer to prepay all or any part of the principal amount of each Lender's Bridge Notes in whole or in part (equal Rollover Bridge Notes pursuant to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price the offer described below (the “"Change of Control Purchase Price”Offer") at a prepayment price in cash in an amount equal to 101% of the aggregate principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, interest thereon to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2repurchase.
(bii) Within 30 At least ten days following prior to any Change of Control, the Company shall (i) cause mail a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingLender stating:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 2.5(d) and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(42) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date on which such notice is mailed, or such later date as is necessary to comply with requirements under Change of Control occurs (the Exchange Act"Offer Payment Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not tendered will continue to accrue interest; and;
(114) that, unless the Company defaults in the payment of the Change of Control Purchase Price, that any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change Offer Payment Date unless the Company shall default in the payment of Control Purchase Date.the repurchase price of the Notes;
(c5) Upon receipt by the Company of the proper tender of Notes, the Holder of the that if a Lender elects to have a Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior purchased pursuant to the Change of Control Purchase Date shall Offer it will be payable required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Holders of such Notes registered as such Company prior to 5:00 p.m. Chicago time on the relevant record dates according Offer Payment Date;
(6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. Chicago time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and
(7) that if Notes are purchased only in part, a new Note of the same type will be issued in principal amount equal to the terms unpurchased portion of the Notes surrendered.
(iii) On or before the Offer Payment Date, the Company shall (1) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (2) deposit at the provisions Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent shall promptly mail or, if provided with appropriate instructions, send by wire transfer to the Lenders whose Notes are so accepted payment in an amount equal to the purchase price unless such payment is prohibited pursuant to Section 28 hereof or otherwise.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Section.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of AmericaStates; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 4.09 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture2.03;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is payable on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.04. If any Note tendered for purchase shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Purchase Date at the rate borne by such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least two Business Days prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Registrar designated pursuant to Section 2.03 or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the note registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) The Company shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later than 11:00 a.m. (New York time) on the Change of Control Purchase Date, deposit with the Paying Agent an amount of cash sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which are to be purchased as of the Change of Control Purchase Date and (iii) not later than the Change of Control Purchase Date, deliver to the Paying Agent an Officer’s Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 4.09, the Company shall choose a Paying Agent which shall not be the Company.
(e) A Change of Control Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 2.03 to which the related Change of Control Purchase Notice was delivered not later than three Business Days prior to the Change of Control Purchase Date specifying, as applicable:
(1) the name of the Holder;
(2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(3) the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted; and
(4) the principal amount, if any, of such Note (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Company.
(f) Subject to applicable escheat laws, as provided in the Notes, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.
(g) Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(h) The Company shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 as a result thereof.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes and Additional Notes, if any, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes and Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating, among other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2i) the circumstances purchase price and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Datepurchase date, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10ii) that any Note or Additional Note not tendered will continue to accrue interest; and;
(11iii) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes or Additional Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase Date.purchase date; and
(iv) certain other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance. 93
(c) Upon receipt by The Company shall comply with the Company of applicable tender offer rules including Rule 14e-1 under the proper tender of NotesExchange Act, the Holder of the Note and any other applicable securities laws and regulations in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the connection with a Change of Control Purchase Price with respect to such NoteOffer. Upon surrender To the extent that provisions of any such Note for purchase in accordance applicable securities laws or regulations conflict with the foregoing provisionsprovisions of this Section 1015, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior shall comply with such securities laws and regulations and shall not be deemed to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of have breached its obligations under this Section 21015 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Afa Products Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders on the “Change of Control Offer”) and in accordance with relevant Record Dates to receive interest due on the procedures set forth in subsections (brelevant Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of ControlControl Triggering Event, the Company shall (i) cause deliver a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, postage prepaid, at its address appearing in the Security Register stating or includingwhich notice shall state:
(1A) that a Change of Control Triggering Event has occurred, and the date of such eventit occurred, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the a Change of Control Purchase PriceOffer is being made;
(2B) the circumstances and relevant facts regarding such Change of Control (including including, but not limited to, applicable information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such the Change of Control);
(3C) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is maileddelivered, or pursuant to the procedures required by this Indenture and described in such later date as is necessary to comply with requirements under the Exchange Actnotice;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10D) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (Date unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect is not paid;
(E) that any Note (or part thereof) not tendered shall continue to accrue interest; and
(F) any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at acceptance.
(c) On the Change of Control Purchase Price; providedDate, howeverthe Company shall, that installments to the extent lawful:
(i) accept for payment all Notes or portions of interest whose Stated Maturity is on or prior Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; 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 deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes, and the Trustee (or an authenticating agent appointed by the Company) shall promptly authenticate and deliver (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. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to the Holders of such Notes registered as such on the relevant record dates according who tender pursuant to the terms Change of Control Offer.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of Section 2paragraph 6 of the Notes, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(h) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) If and for so long as the Euro Notes are listed on The Official List of The International Stock Exchange (the “Exchange”) and if and to the extent that the rules of the Exchange so require, the Issuer will notify the Exchange of any Change of Control Offer for the Euro Notes.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notesthereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (brights of Holders on the relevant Record Dates for each series of Notes to receive interest due on the relevant Interest Payment Date) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.23.12.
(b) Within 30 days following This Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.
(c) The Issuer will not be required to make a Change of Control, the Company shall Control Offer upon a Change of Control Triggering Event if (i1) cause a notice of third party makes the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; manner, at the times and (ii) notify otherwise in compliance with the Trustee thereof and give written notice (requirements set forth in this Indenture applicable to a “Change of Control Purchase Notice”Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of paragraph 6 of the applicable Notes, 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, conditioned upon the consummation of such Change of Control to each Holder by first-class mailControl, postage prepaid, at its address appearing if a definitive agreement is in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at place for the Change of Control Purchase Price;
(2) at the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that time the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Datemade.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 1103, each Holder of Notes shall will have the right right, except as provided below, to require that the Company Issuer purchase such Holder’s Notes in whole all or in any part (equal to a minimum of $2,000 1.00 or an integral multiple of $1,000 1.00 in excess thereof), at ) of that Holder’s Notes for a purchase cash price (the “Change of Control Purchase Price”) in cash in an amount equal to 101101.0% of the aggregate principal amount of such Notesthe Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of purchase (the “Change of Control Purchase DatePayment”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within . Not later than 30 days following any Change of Control, the Company shall Issuer will deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:
(i1) cause a notice of describing the transaction or transactions that constitute the Change of Control Offer Control;
(2) offering to be sent at least once purchase, pursuant to the Dow Xxxxx News Service or similar business news service procedures required hereby and described in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase NoticeOffer”) ), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to each Holder 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date; and
(3) describing the procedures, as determined by first-class mailthe Issuer, postage prepaidconsistent with the Indenture, at its address appearing that Holders must follow to accept the Change of Control Offer. On or before the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Security Register stating Notes or includingportions of Notes properly tendered. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that accept for payment all Notes or portions of Notes (of a minimum of $1.00 or integral multiples of $1.00 in excess thereof) properly tendered pursuant to the Change of Control Offer Offer; and
(2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will be accepted for payment at promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price;
Payment for such Notes, and the Trustee will promptly authenticate and mail (4or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a minimum principal amount of $1.00 or integral multiples of $1.00 in excess thereof. If the Change of Control Purchase Payment Date is on or after an interest record date and on or before the related Interest Payment Date, which shall any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. A Change of Control Offer will be required to remain open for at least 20 Business Day no earlier than 30 days nor later than 60 days from the date Days or for such notice is mailed, or such later date longer period as is necessary to comply with requirements under required by law. The Issuer will publicly announce the Exchange Act;
(5) results of the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered Offer on or prior as soon as practicable after the date of purchase. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Purchase Date to Offer in the Paying Agent manner, at the office of times and otherwise in compliance with the Paying Agent or requirements set forth in the Indenture applicable to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the a Change of Control Purchase Price for any Note which has been Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn will be paid promptly following the under such Change of Control Offer Purchase Date;
or (9ii) the procedures for withdrawing a tender Issuer has given notice of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatthe redemption of all of the Notes then Outstanding under Section 1103, unless the Company defaults and until there is a default in the payment of the applicable Redemption Price. If Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Purchase PriceOffer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes accepted for payment validly tendered and not withdrawn by such Holders, the Issuer will 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 shall cease to accrue interest after redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Purchase Date.
(c) Upon receipt by Payment price, accrued and unpaid interest, if any, to the Company date of redemption. The Issuer will comply with all applicable securities legislation in the proper tender United States, including, without limitation the requirements of NotesRule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 1007, the Holder of Issuer shall comply with the Note in respect of which such proper tender was made shall (unless the tender applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1007 by virtue of such Note compliance. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price with respect to such Note. Upon surrender at the time of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at making of the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection (b) of this Section Company will mail a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right to require that the Company Issuers purchase all or any part (in integral multiples of $1,000 except that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) of such Holder’s Notes in whole or in part pursuant to the offer described below (equal a “Change of Control Offer”). In the Change of Control Offer, the Issuers will offer to $2,000 or an integral multiple purchase all of $1,000 in excess thereof)the Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant ) (subject to the offer described in subsection (b) rights of this Section (Holders of record on the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (brelevant Record Date to receive interest due on an Interest Payment Date), (c), (d) and (e) of this Section 3.2.
(b) Within Unless an Issuer has previously or concurrently mailed a notice of redemption with respect to all of the outstanding Notes pursuant to Section 3.03 within 30 days following of any Change of ControlControl or, at the Company shall (i) cause a notice of the Issuers’ option, prior to such Change of Control Offer to be sent at least once to but after it is publicly announced, the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) Issuers must notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such the Change of Control to each Holder of Notes, by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingNote Register. The notice must state:
(1i) that a Change of Control has occurredoccurred or will occur, the date of such event, and that such Holder has the right to require the Company Issuers to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3ii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.09 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4iii) the Change of Control Purchase Date, which shall be fixed by the Issuers on a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the Change of Control Purchase Date may not occur prior to the Change of Control;
(5iv) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note Notes which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the procedures for withdrawing a tender form entitled “Option of NotesHolder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date;
(10vii) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Purchase Notice, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(viii) that any Note not tendered will continue to accrue interest; and
(11ix) that, unless the Company defaults Issuers default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect Date, the Issuers shall, to such Note. Upon surrender the extent permitted by law,
(i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of any such Note for purchase in accordance Control Offer;
(ii) deposit with the foregoing provisionsPaying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Note shall be paid Notes or portions thereof have been tendered to and purchased by the Company at Issuers.
(d) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuers any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that installments the aggregate amount of interest whose Stated Maturity is on cash deposited by the Issuers pursuant to clause (ii) of clause (c) above exceeds the aggregate Change of Control Purchase Price of the Notes or prior portions thereof to be purchased, then the Trustee shall hold such excess for the Issuers and (y) unless otherwise directed by the Issuers in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Issuers together with interest, if any, thereon.
(e) The Issuers shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuers will comply with the applicable securities laws and regulations and will not be payable deemed to have breached their obligations under this Section 4.09 by virtue of such conflict.
(f) Notwithstanding the foregoing, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Issuers and purchases all the Notes validly tendered and not withdrawn under such Change of Control Offer.
(g) The Issuers’ obligation to make a Change of Control Offer to repurchase the Notes may be waived or modified with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on the relevant record dates according then outstanding pursuant to the terms and the provisions of Section 29.02.
Appears in 1 contract
Samples: Indenture (Tops PT, LLC)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection (b) of this Section Company will mail a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is purchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to receive solely have its Notes purchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer or (2) notice of redemption of all of the Outstanding Notes has been given pursuant to Section 1205 unless and until there is a default in payment of the applicable Redemption Price. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Concho Resources Inc)
Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control shall occur at any timeControl, then each Holder of Notes shall have the right to require that the Company will make an offer to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 1,000 or an integral multiple thereof) of $1,000 in excess thereof), at a purchase price the Notes pursuant to the offer described below (the “"Change of Control Purchase Price”Offer") at a price in cash in an amount (the "Change of Control Payment") equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interestinterest thereon, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2purchase.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailof the Notes, postage prepaidwith a copy to the Trustee, at its address appearing in the Security Register stating or includingmanner provided in Section 106 a notice stating:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 the covenant entitled "Purchase of Notes upon Change of Control," and that all Notes properly tendered pursuant to the such Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(42) the Change of Control Purchase Datepurchase price and the purchase date, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date except as is necessary to comply with requirements under may be otherwise required by applicable law (the Exchange Act"Change of Control Payment Date");
(53) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on the Change of Control Payment Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing such Xxxxxx's tendered Notes and his election to have such Notes purchased;
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and
(8) any additional instructions a Holder must follow in order to have its Notes repurchased in accordance with this Section 1016.
(c) Prior to complying with the provisions of this Section 1016, but in any event within 30 days following a Change of Control, the Company will either repay all outstanding amounts under the Senior Credit Facility or offer to repay in full all outstanding amounts under the Senior Credit Facility and repay the Obligations held by each lender who has accepted such offer or obtain the requisite consents, if any, under the Senior Credit Facility to permit the repurchase of the Notes required by this Section 1016. 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 such laws or regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described hereunder by virtue thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent permitted by law,
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(e) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date.
(cf) Upon receipt by the Company of the proper tender of Notes, the The Paying Agent shall promptly mail to each Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Notes the Change of Control Purchase Price with respect to Payment for such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsNotes, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of Section 2the Notes surrendered, if any, provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.
Appears in 1 contract
Samples: Indenture (E&s Holdings Corp)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (bc) of this Section (the “"Change of Control Offer”") and in accordance with the procedures set forth in subsections Subsections (b), (c), (d) and (e) of this Section 3.2Section.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “"Change of Control Purchase Notice”") of such Change of Control to each Holder by first-class mail, postage prepaid, at its his address appearing in the Security Note Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s 's Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required to be prepared by the Company and any Guarantor pursuant to Section 1020), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports and (iii) such other information, if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed investment decision;
(4) that the Change of Control Offer is being made pursuant to this Section 3.2 1016(a) and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(45) the Change of Control Purchase Date, Date which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(56) the Change of Control Purchase Price;
(67) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture1002;
(7) 8) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 1002 to collect payment;
(8) 9) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(910) the procedures for withdrawing a tender of NotesNotes and Change of Control Purchase Notice;
(1011) that any Note not tendered will continue to accrue interest; and
(1112) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes Notes, or one or more Predecessor Notes, registered as such on the relevant record dates Regular Record Dates according to the terms and the provisions of Section 2309. If any Note tendered for purchase shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Purchase Date at the rate borne by such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least two Business Days prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Note Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Note Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) The Company shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later than 11:00 a.m. (New York City time) on the Change of Control Purchase Date, deposit with the Paying Agent an amount of cash sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which are to be purchased as of the Change of Control Purchase Date and (iii) not later than the Change of Control Purchase Date, deliver to the Paying Agent an Officers' Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 1016, the Company shall choose a Paying Agent which shall not be the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Sinclair Broadcast Group Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs with respect to the Notes, unless the Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at any timea Change of Control Purchase Price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, then if any, to the date of purchase.
(b) The Change of Control Offer will be sent by the Company, in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “Change of Control Expiration Date”) which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer and a settlement date (the “Change of Control Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. The Company shall have notify the right Trustee at least 15 days (or such shorter period as is acceptable to require that the Trustee), in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, prior to the mailing of the Change of Control Offer of the Company’s obligation to make a Change of Control Offer, and the Change of Control Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Purchase Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer;
(4) the purchase such Holder’s Notes in whole or in part (equal price to be paid by the Company for each $2,000 or an principal amount of Notes (and integral multiple multiples of $1,000 in excess thereof), at a purchase price ) accepted for payment (as specified pursuant to this Indenture) (the “Change of Control Purchase Price”);
(5) in cash in an amount equal to 101% that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of such Notes, plus accrued $2,000 (and unpaid interestintegral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if anyapplicable;
(7) that, tounless the Company defaults in making such purchase, but excluding, any Note accepted for purchase pursuant to the date Change of purchase (Control Offer will cease to accrue interest on and after the “Change of Control Purchase Date”), but that any Note not tendered or tendered but not purchased by the Company pursuant to the offer described in subsection Change of Control Offer will continue to accrue interest at the same rate;
(b) 8) that, on the Change of this Section (Control Purchase Date, the “Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer”;
(9) and in accordance with that each Holder electing to tender a Note pursuant to the procedures Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) 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 such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall be accepted deemed not to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;at the time of launching the Change of Control Offer.
(4g) On the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedCompany will, or such later date as is necessary to comply with requirements under the Exchange Act;extent permitted by law:
(51) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been portions thereof properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.Offer;
(c2) Upon receipt by deposit with the Company of Paying Agent an amount equal to the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with respect an Officers’ Certificate to the Trustee stating that such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid Notes or portions thereof have been tendered to and purchased by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Company.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then then, each Holder of Notes or Additional Notes shall have the right to require that the Company purchase such Holder’s 's Notes or Additional Notes, as applicable, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes or Additional Notes, plus accrued and unpaid interest, if anyany (the "Change of Control Purchase Price"), to, but excluding, to the date of purchase (the “"Change of Control Purchase Payment Date”"), pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”) and in accordance with the procedures set forth in subsections (b"), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, Control the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes or Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating:
(1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015 and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(4ii) the Change of Control Purchase Price and the Change of Control Payment Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note not tendered will shall continue to accrue interest; and;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Payment Date.;
(v) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. 77
(c) Upon receipt by On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled Paying Agent money sufficient to receive solely pay the Change of Control Purchase Price of all Notes, and Additional Notes, if any, or portions thereof so accepted; and
(iii) deliver, or cause to be delivered, to the Trustee, all Notes and Additional Notes, if any, or portions thereof so accepted together with respect to such Note. Upon surrender an Officers' Certificate specifying the aggregate principal amount of any such Note Notes, and Additional Notes, if any, or portions thereof accepted for purchase in accordance with the foregoing provisions, such Note shall be paid payment by the Company at Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the Change of Control Purchase Price, and the Trustee shall promptly authenticate and mail to (or cause to be transferred by book entry) such Holders who hold Certificated Notes a new Certificated Note equal in principal amount to any unpurchased portion of the Notes surrendered; providedprovided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof (and a minimum of $250,000 in the case of institutional "accredited investors" (as defined in Rule 501(a)(1), however(2), that installments (3) or (7) of interest whose Stated Maturity is on or prior to Regulation D under the Securities Act). The Company will publicly announce the results of the Change of Control Purchase Date Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 1015, the Trustee shall be payable act as Paying Agent.
(d) Prior to complying with this Section 1015, but in any event within 30 days following a Change of Control, the Holders Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of such Notes registered as such on and Additional Notes, if any, required by this Section 1015.
(e) The Company shall comply with the relevant record dates according to applicable tender offer rules including Rule-14e under the terms Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 21015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right right, except as provided below, to require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at ) of that Holder’s Notes pursuant to an offer (a purchase price (the “Change of Control Purchase PriceOffer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash in an amount (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of such NotesNotes repurchased, plus accrued and unpaid interest, if any, to, but excluding, on the Notes repurchased to the date of purchase (the “Change of Control Purchase Payment Date”), pursuant subject to the offer described in subsection (b) rights of this Section (Holders of Notes on the “Change of Control Offer”) and in accordance with relevant record date to receive interest due on the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall (i) cause will send a notice to each Holder of Notes, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Indenture and described in such notice.
(b) Promptly following the expiration of the Change of Control Offer to be sent at least once Offer, the Company will, to the Dow Xxxxx News Service extent lawful, accept for payment all Notes or similar business news service in the United States portions of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at Offer. Promptly following such acceptance, the Company will, on the Change of Control Purchase Price;Payment Date:
(41) deposit with the paying agent an amount equal to the Change of Control Purchase Payment in respect of all Notes or portions of Notes properly tendered; and
(2) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) The paying agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the depositary), and the Trustee will 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 new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company will announce to the Holders of the Notes the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable, which shall except as described in the immediately following paragraph.
(e) The Company will not be required to make a Business Day no Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control 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 purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) a notice of redemption with respect to all outstanding Notes has been given pursuant to Article V unless and until there is a default in payment of the applicable Redemption Price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer or an Alternate Offer may be made in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. The closing date of any such Change of Control Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;notice is sent as described in the first paragraph of this section.
(9g) In the procedures for withdrawing a tender event that Holders of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults less than 90% in the payment aggregate principal amount of the outstanding Notes accept a Change of Control Purchase PriceOffer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by such Holders, any Notes accepted for payment the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease or Alternate Offer described above, to accrue interest after redeem all of the Notes that remain outstanding following such purchase at a Redemption Price equal to the Change of Control Purchase Date.
(c) Upon receipt by Payment, plus, to the Company of the proper tender of Notes, the Holder of the Note extent not included in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to such Note. Upon surrender the Redemption Date (subject to the rights of any such Note for purchase in accordance with Holders of record on the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, relevant record date to receive interest due on an Interest Payment Date that installments of interest whose Stated Maturity is on or prior to the Redemption Date).
(h) 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Purchase Date shall provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be payable deemed to have breached its obligations under the Holders Change of Control provisions of this Indenture by virtue of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2compliance.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “"Change of Control Purchase Date”"), pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”) and in accordance with the procedures set forth in subsections (b"), (c), (d) and (e) of this Section 3.2.
(b) Within 30 10 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating:
(1i) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 1015 and that all Notes properly validly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Pricepayment;
(4ii) the Change of Control Purchase Datepurchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange ActAct (the "Change of Control Payment Date");
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10iii) that any Note not tendered will shall continue to accrue interest; and;
(11iv) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;
(v) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at shall:
(i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or Offer;
(ii) deposit one day prior to the Change of Control Purchase Date with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and
(iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall be payable promptly mail, to the Holders of such Notes registered as such on the relevant record dates according so accepted, payment in an amount equal to the terms purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Notes equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. For purposes of this Section 1015, the Trustee shall act as Paying Agent.
(d) The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 21015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Shop at Home Inc /Tn/)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of unless the Company has exercised its right to redeem the Notes shall pursuant to Article X, Noteholders will have the right to require that the Company purchase such Holder’s Notes to repurchase all or any part in whole or in part (equal to $2,000 or an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in excess thereof), at a purchase price part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Purchase PriceOffer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash in an amount equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such Notesnotice is sent (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.
(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to (i) accept for payment all Notes or portions of Notes properly tendered 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 (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.
(c) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control 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 purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 415. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 415, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue thereof.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement that if fully performed would result in a Change of Control is in effect at the time of making of the Change of Control Offer.
(f) If Holders of not less than 90% of the 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 other Person making such Change of Control Offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, to but excluding, excluding the date of purchase Redemption Date (the “Change of Control Purchase Date”), pursuant subject to the offer described in subsection (b) right of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such record on the relevant record dates according date to receive interest due on the terms and relevant Interest Payment Date falling prior to or on the provisions of Section 2Redemption Date).
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall have the right to require that unless the Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase such Holder’s all of the Notes in whole or in part pursuant to the offer described below (equal to $2,000 or an integral multiple the "Change of $1,000 in excess thereof), Control Offer") at a purchase price in cash (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase.
(b) The Change of Control Offer will be sent by the Company, in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “"Change of Control Expiration Date") which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer and a settlement date (the "Change of Control Purchase Date”") for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), pursuant in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, prior to the offer described in subsection (b) mailing of this Section (the “Change of Control Offer of the Company's obligation to make a Change of Control Offer”, and the Change of Control Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Purchase Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer;
(4) the Change of Control Purchase Price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in accordance with the procedures name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of $2,000 (and integral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Change of Control Offer will continue to accrue interest at the same rate;
(8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;
(9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, regulations or Regulatory Requirements conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall be accepted deemed not to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;at the time of launching the Change of Control Offer.
(4g) On the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedCompany will, or such later date as is necessary to comply with requirements under the Exchange Act;extent permitted by law:
(51) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to Offer;
(2) deposit with the Paying Agent at an amount equal to the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) 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 Note which has been properly third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatby such Holders, unless the Company defaults in or such third party will have the payment of the Change of Control Purchase Priceright, any Notes accepted for payment upon not less than 15 days nor more than 60 days' prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem all Notes that remain outstanding following such purchase on a date (the "Second Change of Control Purchase Payment Date.
(c") Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely at the Change of Control Purchase Price with in respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Second Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Payment Date.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall will have the right right, except as provided below, to require that the Company purchase such Holder’s Notes in whole to repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, at the Company will offer to make a purchase price cash payment (the a “Change of Control Purchase PricePayment”) in cash in an amount equal to 101% of the aggregate principal amount of such Notesnotes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant subject to the offer described in subsection (b) rights of this Section (Holders of the “Change of Control Offer”) and in accordance with Notes on the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company shall (i) cause will send a notice (the “Change of Control Offer”) to each Holder describing the transaction or transactions that constitute the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company offering to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant prior to the Change of Control Offer expiration date specified in the notice, which date will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailedsent, or pursuant to the procedures required by this | Indenture and described in such later date as is necessary to notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act;
(5) 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 Purchase Price;
(6) Control. To the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) extent that the Change provisions of Control Purchase Price for any Note which has been properly tendered securities laws or regulations conflict with this Section 3.9, the Company will comply with the applicable securities laws and regulations and will not withdrawn will be paid promptly deemed to have breached its obligations this Section 3.9 by virtue of such compliance. Promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment expiration of the Change of Control Purchase PriceOffer, any Notes accepted the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(1) 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
(2) 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 or portions of Notes being purchased by the Company. The paying agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will 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. The Company will announce to the Holders of the Notes the results of the Change of Control Offer shall cease to accrue interest on or as soon as practicable after the Change of Control Purchase Date.
(c) Upon receipt by . The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable, except as described in the proper tender following paragraph. The Company will not be required to make a Change of Notes, the Holder Control Offer upon a Change of the Note in respect of which such proper tender was made shall Control if (unless the tender of such Note is properly withdrawn1) thereafter be entitled to receive solely a third party makes the Change of Control Purchase Price Offer in the manner, at the time and otherwise in compliance with respect the requirements set forth in this Indenture applicable to such Note. Upon surrender a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all outstanding Notes has been given pursuant to this Indenture as described in Section 5.5, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any such Note for Change of Control, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the foregoing provisionsterms of the Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Note shall be paid by the Company at Change of Control, if a definitive agreement is in place for the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to at the time the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer or Alternate Offer is made.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall have the right to require that unless the Company has previously or concurrently mailed (or sent electronically to DTC, in the case of Global Notes) a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase such Holder’s all of the Notes in whole or in part pursuant to the offer described below (equal to $2,000 or an integral multiple the "Change of $1,000 in excess thereof), Control Offer") at a purchase price in cash (the “"Change of Control Purchase Price”") in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase.
(b) The Change of Control Offer will be sent by the Company, (i) in the case of Global Notes, through the facilities of DTC and (ii) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “"Change of Control Expiration Date") which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivery of such Change of Control Offer and a settlement date (the "Change of Control Purchase Date”") for purchase of Notes within five Business Days after the Change of Control Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee), pursuant in the case of Global Notes, through the facilities of DTC, and, in the case of Certificated Notes, prior to the offer described in subsection (b) mailing of this Section (the “Change of Control Offer of the Company's obligation to make a Change of Control Offer”, and the Change of Control Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall also state:
(1) the Section of this Indenture pursuant to which the Change of Control Offer is being made;
(2) the Change of Control Expiration Date and the Change of Control Purchase Date;
(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Change of Control Offer;
(4) the Change of Control Purchase Price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture);
(5) that the Holder may tender all or any portion of the Notes registered in accordance with the procedures name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of $2,000 (and integral multiples of $1,000 in excess thereof);
(6) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;
(7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Change of Control Offer will continue to accrue interest at the same rate;
(8) that, on the Change of Control Purchase Date, the Change of Control Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;
(9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in subsections the Change of Control Offer prior to the close of business on the Change of Control Expiration Date (bsuch Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);
(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Change of Control Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate numbers of the Notes the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
(c)11) that, if Notes are duly tendered and not withdrawn pursuant to the Change of Control Offer, the Company shall purchase all such Notes; and
(d12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and (e) the Trustee shall authenticate and deliver to the Holder of this Section 3.2such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
(bc) Within 30 A Change of Control Offer shall be deemed to have been made by the Company with respect to the Notes if (i) within 60 days following any the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company shall (i) cause commences a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s for all outstanding Notes at the Change of Control Purchase Price;
Price (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Change of Control Offer is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being made pursuant employed by the Company to this Section 3.2 effect such Change of Control Offer, so long as the Company has used and that continues to use its commercially reasonable efforts to make and conclude such Change of Control Offer promptly) and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.
(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Regulatory Requirements, in each case to the extent such laws, regulations or Regulatory Requirements are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, regulations or Regulatory Requirements conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and Regulatory Requirements and shall be accepted deemed not to have breached its obligations described in this Indenture by virtue thereof.
(e) The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.07 hereof.
(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for payment at the Change of Control Purchase Price;at the time of launching the Change of Control Offer.
(4g) On the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailedCompany will, or such later date as is necessary to comply with requirements under the Exchange Act;extent permitted by law:
(51) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices accept for payment all Notes issued by it or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to Offer;
(2) deposit with the Paying Agent at an amount equal to the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
(h) 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 Note which has been properly third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) thatby such Holders, unless the Company defaults in or such third party will have the payment of the Change of Control Purchase Priceright, any Notes accepted for payment upon not less than 15 days nor more than 60 days' prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer shall cease described above, to accrue interest after redeem all Notes that remain outstanding following such purchase on a date (the "Second Change of Control Purchase Payment Date.
(c") Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely at the Change of Control Purchase Price with in respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Second Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Payment Date.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur occurs at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s 's Notes and Additional Notes, if any, in whole or in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof)1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of purchase (the “Change of Control Purchase Date”)purchase, pursuant to the offer described in subsection (b) of this Section below (the “"Change of Control Offer”") and in accordance with the other procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2Indenture.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder of Notes and Additional Notes by first-class mail, postage prepaid, at its address appearing in the Security Register stating or includingsecurity register, stating, among other things:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2i) the circumstances purchase price and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Datepurchase date, which shall will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, mailed or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10ii) that any Note or Additional Note not tendered will continue to accrue interest; and;
(11iii) that, unless the Company defaults in the payment of the Change of Control Purchase Pricepurchase price, any Notes or Additional Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Purchase purchase date;
(iv) that Holders electing to have any Note purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option to the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on this Business Day immediately preceding the Change of Control Payment Date;
(v) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
(vi) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.
(c) Upon receipt by The Company shall comply with the applicable tender offer rules including Rule-14e under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. To the extent that provisions of any applicable securities laws or regulations conflict with provisions of this Section 1015, the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue thereof.
(d) The Company will not be required to make a Change of the proper tender Control Offer upon a Change of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely Control if a third party makes the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase Offer in accordance the manner, at the times and otherwise in compliance with the foregoing provisions, such Note shall be paid requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company at and purchases all the Notes validly tendered and not withdrawn under such Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2Offer.
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then each Holder of Notes shall have the right to require that unless the Company has previously or concurrently sent a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Company will make a written offer to purchase such Holder’s all of the Notes in whole or in part pursuant to the offer described below (equal to $2,000 or an integral multiple the “Change of $1,000 in excess thereof), Control Offer”) at a purchase price in cash (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes, thereof plus accrued and unpaid interest, if any, to, but excludingnot including, the date of purchase.
(b) The Change of Control Offer will be sent by the Company, (i) in the case of Global Notes, through the facilities of DTC and (ii) in the case of Certificated Notes, by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Change of Control Offer, in the case of each of clauses (i) and (ii), offering to purchase all of the Notes at the purchase price set forth in such Change of Control Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Change of Control Offer shall specify an expiration date (the “Change of Control Expiration Date”) which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 60 days after the date of delivery of such Change of Control Offer and a settlement date (the “Change of Control Purchase Date”), pursuant to ) for purchase of Notes within five Business Days after the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with Expiration Date. The Company shall notify the procedures set forth in subsections Trustee at least 10 days (bor such shorter period as is acceptable to the Trustee), (c)in the case of Global Notes, (d) and (e) through the facilities of this Section 3.2.
(b) Within 30 days following any Change DTC, and, in the case of ControlCertificated Notes, prior to the Company shall (i) cause a notice delivery of the Change of Control Offer of the Company’s obligation to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that make a Change of Control has occurred, the date of such eventOffer, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer shall be sent by the Company or, at the Company’s written request (given at least five Business Days before such notice is being made pursuant to this Section 3.2 be sent (or such shorter period as shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company; provided, that the Company shall prepare the form of such notice. The Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(10) that any Note not tendered will continue to accrue interest; and
(11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Offer. The Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.also state:
Appears in 1 contract
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeTriggering Event occurs with respect to the Notes, then unless the Issuer has exercised its rights to redeem the Notes under Sections 3.01 or 3.09, each Holder of Notes shall will have the right to require that the Company purchase such Holder’s Notes in whole Issuer to, pursuant to a Change of Control Offer, repurchase all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of such Holder’s Notes pursuant to an offer (the “Change of Control Purchase PriceOffer”) on the terms set forth herein, at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, but excluding, the date of purchase (subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). No purchase in an part shall reduce the principal amount at maturity of the Notes held by any Holder to below $2,000.
(b) Within 30 days following any Change of Control Triggering Event, the Issuer shall deliver a notice to each Holder of Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in Section 3.04, with a copy to the Trustee, stating:
(i) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes, Notes plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant subject to the offer described in subsection (bright of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) of this Section (the “Change of Control OfferPayment”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.;
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered) (a the “Change of Control Purchase NoticePayment Date”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including:
(1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3iii) that the Change of Control Offer is being made pursuant to this Section 3.2 4.08 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at on the Change of Control Purchase PricePayment Date;
(4iv) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange ActPayment;
(5) the Change of Control Purchase Price;
(6v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture2.03;
(7vi) that Notes must be surrendered on or prior to the Change of Control Purchase Payment Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture 2.03 to collect payment;
(8) vii) that the Change of Control Purchase Price Payment for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Payment Date;
(9viii) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the procedures for withdrawing a tender Change of NotesControl Offer;
(10ix) that any Note not tendered will continue to accrue interest; and
(11x) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Purchase Payment Date. In the case of a Change of Control Offer that is notified in accordance with the foregoing prior to a Change of Control Triggering Event, the Change of Control Offer may be conditioned on the occurrence of the Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(c) Upon receipt by the Company Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price Payment with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, the Holder of such Note shall be paid by the Company at Issuer on the Change of Control Purchase PricePayment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Payment Date shall be payable to the Holders of such Notes Notes, registered as such on the relevant record dates Record Dates according to the terms and the provisions of Section 24.01. If any Note tendered for purchase in accordance with the provisions of this Section 4.08 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at the rate prescribed therefor in such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Offer at least one Business Day prior to the Change of Control Payment Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Hxxxxx’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, one or more new Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) On the Change of Control Payment Date, the Issuer will, to the extent lawful, (i) accept for payment all of the Notes or portions of the Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Payment in respect of all of the Notes or portions of the Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) which have been properly tendered; 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 the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly deliver (or cause to be delivered) to each Holder of Notes which has properly tendered and so accepted the Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and any integral multiples of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Payment Date. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s expense to the Holder thereof. The Issuer will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.
(e) A tender made in response to a Change of Control Offer may be withdrawn if the Issuer receives, not later than the expiration date for the Change of Control Offer, or if there is no such expiration date, one Business Day prior to the Change of Control Payment Date, a written notice of withdrawal, specifying, as applicable:
(i) the name of the Holder;
(ii) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(iii) the principal amount of the Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;
(iv) a statement that such Holder is withdrawing its election to have such principal amount of such Note purchased; and
(v) the principal amount, if any, of such Note (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the original Change of Control Offer and that has been or will be delivered for purchase by the Issuer.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuer any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Payment; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Payment of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Issuer and (y) unless otherwise directed by the Issuer in writing, promptly after the Business Day following the Change of Control Payment Date the Trustee shall return any such excess to the Issuer together with interest, if any, thereon.
(g) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(h) The Issuer shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act, and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.
(i) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control 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 Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of Sections 3.01 or 3.09, 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, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(j) The provisions of this Section 4.08 relating to the Issuer’s obligation to make a Change of Control Offer may be waived or modified with the consent of Holders of a majority in principal amount of the Notes then outstanding prior to the occurrence of the Change of Control.
Appears in 1 contract
Purchase of Notes upon a Change of Control.
(a) If a Change of Control occurs, the Issuer shall occur at offer to repurchase all or any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof), at a purchase price ) of each Holder’s Notes pursuant to the offer described below (the “Change of Control Purchase PriceOffer”). In the Change of Control Offer, the Issuer shall offer a payment (the “Change of Control Payment”) in cash in an amount equal to 101% of the aggregate principal amount of such Notes, Notes repurchased plus accrued and unpaid interest, if any, toon the Notes repurchased, but excluding, to the date of purchase (the “Change of Control Purchase Payment Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within Subject to Sections 5.15(g) and 5.15(h), within 30 days following any Change of Control, the Company Issuer shall (i) cause send a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in with a copy to the Security Register stating or including:Trustee:
(1i) describing the transaction or transactions that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at constitute the Change of Control Purchase PriceControl;
(2ii) the circumstances and relevant facts regarding such Change of Control (including information with respect offering to the Company’s pro forma consolidated historical incomepurchase, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at Offer, on the Change of Control Purchase Price;
(4) the Change of Control Purchase DatePayment Date specified in such notice, which shall be date will be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, all Notes properly tendered pursuant to such Change of Control Offer; and
(iii) describing the procedures, as required by this Indenture, that Holders must follow in order to (A) tender Notes (or such later date as is necessary portions thereof) for payment, and (B) withdraw an election to comply with requirements under the Exchange Acttender Notes (or portions thereof) for payment;
(5c) The Change of Control Offer shall remain open for at least 20 Business Days or such larger period as is required by applicable law. On the Change of Control Purchase Price;Payment Date, the Issuer or its designated agent will, to the extent lawful:
(6i) the names and addresses of the Paying Agent and the offices accept for payment all Notes or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior portions thereof properly tendered pursuant to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect paymentOffer;
(8) that ii) deposit with the Trustee, in accordance with Section 4.8, an amount equal to the Change of Control Purchase Price Payment in respect of all Notes or portions thereof properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes accepted for any Note which has been purchase together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.
(d) On the Change of Control Payment Date, the Trustee shall promptly mail or wire transfer to each Holder of Notes properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;Payment for such tendered Notes, with such payment to be made through the facilities of the Depository for all Global Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.
(9e) the procedures Any Note accepted for withdrawing payment pursuant to a tender Change of Notes;
(10) that any Note not tendered Control Offer will continue cease to accrue interest; and
(11) that, unless the Company defaults in the payment of interest on and after the Change of Control Purchase PricePayment Date unless the Issuer defaults in making the Change of Control Payment. If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any Notes accepted for payment accrued and unpaid interest will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer in respect of Notes (or portions thereof) tendered pursuant to such offer.
(f) The Issuer shall cease to accrue interest publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Payment Date.
(cg) Upon receipt Notwithstanding the preceding paragraphs of this Section 5.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party (a “Third Party Offeror”) makes an offer (a “Third Party Offer”) to purchase all of the outstanding Notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in this Section 5.15 and any other requirements in this Indenture applicable to a Change of Control Offer and purchases all Notes validly tendered and not withdrawn under such Third Party Offer or (ii) a Redemption Notice has been given by the Company Issuer pursuant to Article 4, unless and until there is a default in payment of the proper tender applicable Redemption Price.
(h) Notwithstanding anything to the contrary contained herein, at the Issuer’s option, a Change of NotesControl Offer or a Third Party Offer may be made in advance of a Change of Control, conditioned upon the Holder of the Note in respect of which such proper tender was made shall (unless the tender consummation of such Note Change of Control, if a definitive agreement is properly withdrawn) thereafter be entitled to receive solely in place for the Change of Control Purchase Price at the time the Change of Control Offer is made; provided that if the notice required pursuant to Section 5.15(b) is sent prior to the occurrence of the Change of Control, the Change of Control Offer shall be conditional upon the consummation of the Change of Control.
(i) Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer, as provided in the foregoing paragraphs of this Section 5.15, if, in connection with respect to such Note. Upon surrender or in contemplation of any such Note for Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the foregoing provisionsterms of such Alternate Offer.
(j) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer or the Third Party Offeror, as applicable, purchases all of the Notes held by such Note shall be paid by Holders, the Company at Issuer or the Third Party Offeror, as applicable, will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Purchase Price; providedPayment Date, howeverto redeem all of the Notes that remain outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on such Notes that installments remain outstanding, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest whose Stated Maturity due on the relevant Interest Payment Date that is on or prior to the Redemption Date).
(k) The Issuer shall comply with the requirements of Applicable Securities Legislation to the extent such Applicable Securities Legislation is applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any Applicable Securities Legislation conflict with this Section 5.15, the Issuer shall comply with the Applicable Securities Legislation and will be deemed not to have breached its obligations under this Section 5.15 by virtue of such conflict or compliance.
(l) The Issuer’s obligation to make a Change of Control Purchase Date shall Offer as a result of a Change of Control may be payable waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Holders of such Notes registered as such on at least a majority in aggregate principal amount of the relevant record dates according to the terms and the provisions of Section 2Notes.
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Samples: Trust Indenture
Purchase of Notes upon a Change of Control. (a) If a Change of Control shall occur at any timeoccurs, then unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, each Holder of Notes shall will have the right to require that the Company to purchase such Holder’s Notes in whole all or in any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), of $2,000) of such Holder’s Notes at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to at least 101% of the principal amount of such Notes, the Notes plus accrued and unpaid interest, if any, to, but excluding, to the date 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 Purchase Date”)Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Section 1203, the offer described in subsection Company will mail (bor send electronically if the Depositary is the recipient) of this Section a notice (the “Change of Control Offer”) and in accordance to each Holder, with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.
(b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once copy to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mailTrustee, postage prepaid, at its address appearing in the Security Register stating or includingstating:
(1) that a Change of Control has occurred, the date of such event, occurred and that such Holder has the right to require the Company to repurchase purchase such Holder’s Notes at a purchase price in cash equal to 101% (or such greater percentage as may be specified in such notice) of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Purchase PricePayment”);
(2) the circumstances and relevant facts regarding such Change of Control purchase date (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;
(4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act“Change of Control Payment Date”);
(5) the Change of Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture;
(7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment;
(8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date;
(9) the procedures for withdrawing a tender of Notes;
(103) that any Note not properly tendered will remain outstanding and continue to accrue interest; and;
(114) that, that unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after on the Change of Control Purchase Payment Date.;
(c5) Upon receipt by that Holders electing to have any Notes in certificated form purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company of the proper tender of to purchase such Notes, provided that the paying agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile or electronic transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if the Company is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in respect principal amount to the unpurchased portion of which such proper tender was made shall the Note surrendered, provided that the unpurchased portion of the Note must be equal to a minimum principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and
(unless 8) the tender of such Note is properly withdrawn) thereafter be entitled procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to receive solely have its Notes repurchased. On the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisionsPayment Date, such Note shall be paid by the Company at will, to the Change extent lawful:
(1) accept for payment all Notes or portions of Control Purchase Price; provided, however, that installments Notes (in a minimum principal amount of interest whose Stated Maturity is on or prior $2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to the Change of Control Purchase Offer and not properly withdrawn;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes, and the Trustee will 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 will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. If the Change of Control Payment Date shall 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 whose name a Note is registered at the close of business on such record date, and no further interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 1110 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1110 by virtue of its compliance with such securities laws or regulations. 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 as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 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 above, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. The Company’s obligation to make a Change of Control Offer pursuant to this Section 1110 may be waived or modified or terminated with the written consent of the Holders of such a majority in principal amount of the Notes registered as such on then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the relevant record dates according Notes) prior to the terms and the provisions occurrence of Section 2such Change of Control.
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