Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer"). (b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 a notice stating: (1) that a Change of Control has occurred 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 pro forma historical income, cash flow and capitalization after giving effect to such Change of Control); (3) the Change of Control Purchase Price and a purchase date (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 or any applicable securities laws or regulations; (4) that any Note not tendered will continue to accrue interest; (5) 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 will cease to accrue interest on and after the Change of Control Purchase Date; and (6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section. (c) Holders electing to have Notes purchased shall be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control 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. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereof.
Appears in 3 contracts
Samples: Supplemental Indenture (Pathnet Telecommunications Inc), Supplemental Indenture (Pathnet Telecommunications Inc), Supplemental Indenture (Pathnet Telecommunications Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010Control, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, Outstanding Notes (the "Change of Control Offer") in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer")Section.
(b) Within 15 30 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 106 a notice stating:
(1) that a Change of Control has 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 as described in this Section 1009, and that, although Holders are not required to tender their Notes, all Notes that are tendered in accordance with paragraph (c) of this Section 1009 shall be accepted for payment;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase the date (the "Change of Control Purchase Date") purchase, 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 mailed (the Exchange Act or any applicable securities laws or regulations"Change of Control Payment Date");
(4) that the instructions and any Note not tendered will continue other information necessary to accrue interest;enable Holders to tender their Notes and have such Notes repurchased in accordance with paragraph (d) of this Section; and
(5) that, unless the Company defaults in the payment of the Purchase Price for the Notes payable pursuant to such Change of Control Purchase PriceOffer, any Notes accepted for payment pursuant to the such Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Payment Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Payment Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Payment Date, a telegram, telex, 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered. In the event that a Change of Control occurs and the Company is required to purchase Notes as described above, which unpurchased portion the Company will comply with the applicable tender offer rules, including the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable, and will be deemed not to be in violation of any of its covenants under this Indenture to the extent such compliance is in conflict with such covenants. On and after a Change of Control Payment Date, interest will cease to accrue on the Notes or portions thereof accepted for payment unless the Company defaults in the payment of the purchase price therefor.
(d) Notwithstanding paragraphs (a) and (b), the Company shall not be equal required to $1,000 make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in principal amount or integral multiples thereofthe manner, at the times and otherwise in compliance with the requirements set forth in this Section 1009 applicable to a Change of Control Offer made by the Company and, in accordance with paragraph (c) of this Section 1009, purchases all Notes validly tendered under the Change of Control Offer and not withdrawn.
Appears in 2 contracts
Purchase of Notes upon Change of Control. (a) Upon the occurrence of If a Change of Control shall occur at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010time, then each Holder of Notes shall have the right to require that the Company repurchase all of purchase such Holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to the date of purchasepurchase (the "Change of Control Purchase Date"), in accordance with pursuant to the procedures set forth in paragraphs (b) and (c) of this Section 1010 offer described below (the "Change of Control Offer")) and the other procedures set forth in this Indenture.
(b) Within 15 30 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give written notice of such Change of Control Offer to each Holder of Notes by first-class mail, postage prepaid, at the Notes address of such Holder appearing in the manner provided in Section 105 a notice stating:
Note Register, stating (1) that a Change of Control has occurred 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 pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3i) the Change of Control Purchase Price and a purchase date (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 or any applicable securities laws or regulations;
; (4ii) that any Note not tendered will continue to accrue interest;
; (5iii) 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 will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6iv) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Company Paying Agent at the address specified in the notice at least five Business Days prior to the close of business on the third Business Day preceding the Change of Control Purchase Date. ; (v) that Holders shall be entitled to withdraw their election if the Company Paying Agent receives, not later than three the close of business on the second Business Days prior to 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 the Notes delivered for purchase by the Holder as to which his election is to be withdrawn purchase, and a statement that such Holder is withdrawing his its election to have such Notes purchased. ; (vi) that Holders whose Notes are being purchased only in part shall be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall must be equal to $1,000 in principal amount or an integral multiples multiple thereof; (vii) the instructions that the Holders of Notes must follow in order to tender their Notes; and (viii) the circumstances and relevant facts regarding such Change of Control.
(c) 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 of Control Offer.
(d) The Company shall not, and shall not permit any Restricted Subsidiary to, create or permit to exist or become effective any restriction (other than restrictions existing or under Indebtedness as in effect on the date of this Indenture or under any agreement that extends, renews, refinances or replaces any agreement governing such restrictions or Indebtedness, provided that the restrictions contained in such new agreement are no more restrictive than those under or pursuant to the agreement so extended, renewed, refinanced or replaced) that would materially impair the ability of the Company to make a Change of Control Offer to purchase the Notes or, if such Change of Control Offer is made, to pay for the Notes tendered for purchase.
Appears in 2 contracts
Samples: Indenture (Nine West Group Inc /De), Indenture (Nine West Group Inc /De)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right be obligated to require that the Company repurchase make an offer to purchase all of the then outstanding Notes (a "Change of Control Offer"), and shall purchase, on a business day (the "Change of Control Purchase Date") not more than 70 nor less than 30 days following the Change of Control, all of the then outstanding Notes validly tendered pursuant to such Holder's Notes, in whole or in part in integral multiples Change of $1,000Control Offer, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer")Purchase Date.
(b) Within 15 days The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the Change of Control Purchase Date. 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 at the same purchase price, at the same times and otherwise in substantial compliance with the requirements 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.
(c) Not later than the 30th day following any Change of Control, the Company (if the Change of Control relates shall give to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes Notes, in the manner provided in Section 105 11.02, a notice (the "Change of Control Notice") stating:
(1) that a Change of in Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes Notes, or portion thereof, at the Change of Control Purchase Price;
(2) the circumstances and relevant facts any information regarding such Change of Control (including information with respect required to pro forma historical income, cash flow be furnished pursuant to Rule 14e-1 under the Exchange Act and capitalization after giving effect to such Change of Control)any other securities laws and regulations thereunder;
(3) the Change of Control Purchase Price and a purchase date (the "Change of Control Purchase Date") Date which shall be on a Business Day and no earlier than 30 days nor later than 60 70 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulationsChange of Control occurred;
(4) that any Note Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(5) that, that unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 4.06, or payment of the Change of Control Purchase Priceis otherwise prevented, any Notes Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (cd) of this Section.
(cd) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice Change of Control Notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number(s) and 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered. On the Change of Control Purchase Date, which unpurchased portion the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to a Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Notes so tendered payment in an amount equal to $1,000 the purchase price for the Notes, and the Company will promptly execute and the Trustee will promptly authenticate and mail or make available for delivery to such Holders a new Note equal in principal amount to any unpurchased portion of the Note which any such Holder did not surrender for purchase. The Company shall announce the results of a Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Purchase Date. For purposes of this Section 4.06, the Trustee will act as the Paying Agent.
(e) The Company shall comply with 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 the event that a Change of Control occurs and the Company is required to purchase Notes as described above.
Appears in 2 contracts
Samples: Indenture (Ocean Energy Inc), Indenture (Ocean Energy Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent shall be obligated to make an offer to purchase (as the case may bea “Change of Control Offer”) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's the then Outstanding Notes, in whole or in part (and if in part, in denominations of $2,000 or integral multiples of $1,0001,000 in excess thereof), from the Holders of such Notes, at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101% of the aggregate principal amount thereofof such Notes, plus accrued and unpaid interest thereon interest, if any, to the date Change of purchaseControl Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date), in accordance with the procedures set forth in paragraphs (b), (c) and (cd) of this Section 1010 (Section. The Company shall, subject to the "provisions described below, be required to purchase all Notes properly tendered into the Change of Control Offer and not withdrawn. The Company will not be required to make a Change of Control Offer upon a Change of Control if another Person makes the Change of Control Offer at the same purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer to be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer").
(b) Within 15 days The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Purchase Date.
(c) Not later than the 30th day following the occurrence of any Change of Control, the Company (if the Change of Control relates shall give to the Company) or Trustee in the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof manner provided in Section 13.4 and give to each Holder of the Notes in the manner provided in Section 105 13.5, a notice (the “Change of Control Notice”) governing the terms of the Change of Control Offer and stating:
(1) that a Change of in Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes ’s Notes, or portion thereof, at the Change of Control Purchase Price;
(2) the circumstances and relevant facts any information regarding such Change of Control (including information with respect required to pro forma historical income, cash flow be furnished pursuant to Rule 13e-1 under the Exchange Act and capitalization after giving effect to such Change of Control)any other securities laws and regulations thereunder;
(3) the Change of Control Purchase Price and a purchase date (the "“Change of Control Purchase Date") ”), which shall be on a Business Day and 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 or any applicable securities laws or regulationsChange of Control occurred;
(4) that any Note Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest;:
(5) that, that unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 9.16, or payment of the Change of Control Purchase Priceis otherwise prevented, any Notes Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its his Notes repurchased in accordance with paragraph (cd) of this Section. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify the Change of Control Notice to the extent necessary to accord with the procedures of the depository applicable thereto.
(cd) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company Paying Agent at the address specified in the notice Change of Control Notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company Paying Agent receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Holder and 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered. On the Change of Control Purchase Date, which unpurchased portion the Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to a Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Notes so tendered payment in an amount equal to $1,000 the purchase price for the Notes, and the Company shall execute and the Trustee shall authenticate and mail or make available for delivery to such Holders a new Note equal in principal amount to any unpurchased portion of the Note which any such Holder did not surrender for purchase. The Company shall announce the results of a Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Purchase Date. For purposes of this Section 9.16, the Trustee will act as the Paying Agent.
(e) The Company shall comply with 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 the event that a Change of Control occurs and the Company is required to purchase Notes as described in this Section 9.16.
Appears in 1 contract
Samples: First Supplemental Indenture (Comstock Oil & Gas GP, LLC)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time Control, and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 10101016, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, Notes in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (bc) and (cd) of this Section 1010 (the "Change of Control Offer")Section.
(b) Within 15 30 days following a Change of Control and prior to the mailing of the notice to Holders provided for in paragraph (c) below, the Company covenants to either (x) repay in full all Indebtedness under the Bank Credit Agreement or to offer to repay in full all such Indebtedness and to repay the Indebtedness of each Bank who has accepted such offer or (y) obtain the requisite consent under the Bank Credit Agreement to permit the repurchase of the Notes as provided for in this Section 1016. The Company shall first comply with this paragraph (b) before it shall be required to repurchase the Notes pursuant to this Section 1016 and any failure to comply with this paragraph (b) shall constitute a default for purposes of clause (iv) of Section 501.
(c) Within 30 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 106, a notice stating:
(1) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase purchase such Holder's Notes at the Change of Control Purchase Pricein cash;
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase date (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 ;
(3) the Exchange Act or any applicable securities laws or regulations;purchase price for the purchase; and
(4) that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions determined by the Company, consistent with this Section 1016, that a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this SectionSection 1016.
(cd) Holders electing to have Notes purchased shall pursuant to this Section 1016 will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereof.
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer").
(b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 a notice stating:
(1) that a Change of Control has occurred 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 information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price purchase price and a purchase date (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 or any applicable securities laws or regulations;
(4) that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest and Liquidated Damages, if any, on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (cd) of this Section.
(cd) Holders electing to have Notes purchased shall be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control 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. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereof.
Appears in 1 contract
Samples: Indenture (Pathnet Inc)
Purchase of Notes upon Change of Control. (ai) Upon the occurrence of If a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010occurs, each Holder shall of Notes will have the right to require that the Company Issuer to repurchase all or any part (equal to $200,000 in principal amount and integral multiples of $1,000 in excess thereof) of such Holder's Notes, in whole or in part in integral multiples Notes pursuant to a change of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 control offer (the "Change of Control Offer").
) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment (bthe "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to but excluding the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 15 30 days following any Change of Control, the Company Issuer will mail (if or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control relates and offering to repurchase Notes on the date for payment specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the Companyprocedures required by this Indenture and described in such notice.
(ii) The Issuer will comply with the requirements of Rule 14e1 under the U.S. 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 the Parent (if regulations conflict with the Change of Control relates to provisions of this Indenture, the ParentIssuer's compliance with the applicable securities laws and regulations will not constitute a breach of its obligations under the Change of Control provisions of this Indenture.
(iii) shall notify Except as otherwise provided herein, no later than the Trustee thereof and give date that is sixty (60) days after any Change of Control, the Issuer will mail the Change of Control Offer to each Holder of Notes, with a copy to the Notes in the manner provided in Section 105 a notice statingTrustee:
(1A) stating that a Change of Control has occurred or may occur and that such Holder has the right to require the Company Issuer to repurchase purchase all or any part of such HolderXxxxxx'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 pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, 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 DatePayment");
(B) stating the repurchase date (which shall be a Business Day no earlier than 30 ten (10) days nor later than 60 sixty (60) days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act or any applicable securities laws or regulations"Change of Control Payment Date") and the record date;
(4C) stating that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest on and after the Change of Control Purchase DatePayment Date unless the Change of Control Payment is not paid, and that any Notes or part thereof not tendered will continue to accrue interest;
(D) describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;
(E) describing the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow to have its Notes repurchased; and
(6F) if such notice is mailed prior to the instructions occurrence of a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) Change of this SectionControl, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control.
(civ) Holders electing to have Notes purchased shall be required to surrender such Notes On the Change of Control Payment Date, the Issuer will, to the Company at the address specified in the notice at least five Business Days prior extent lawful:
(A) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if Offer;
(B) deposit with the Company receives, not later than three Business Days prior paying agent an amount equal to the Change of Control Purchase Date, a facsimile transmission Payment with respect to all Notes or letter setting forth portions of Notes properly tendered; and
(C) deliver or cause to be delivered to the name of Trustee the Holder, Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of the Notes delivered for purchase or portions of Notes being purchased by the Issuer.
(v) The Paying Agent will promptly mail to each Holder as to which his election is of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be withdrawn and transferred by book-entry) to each Holder a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees Note equal in principal amount to the any unpurchased portion of the Notes surrendered, which unpurchased portion shall if any; provided, however, that each new Note will be equal to in a minimum principal amount of $200,000 or an integral multiple of $1,000 in principal amount excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Payment Date.
(vi) The provisions of this Section 4.08 that require the Issuer 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.
(vii) The Issuer will not be 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 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) notice of redemption has been given pursuant to this Indenture as described in Section 3.07 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, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
(viii) For so long as the Notes are listed on the Euronext Dublin and the rules of such exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) or to the extent and in the manner permitted by such rules, post such notices on the official website of the Euronext Dublin (xxx.xxx.xx).
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent shall be obligated to make an offer to purchase (as the case may bea "Change of Control Offer") with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's the then Outstanding Notes, in whole or in part part, from the Holders of such Notes in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereofof such Notes, plus accrued and unpaid interest thereon interest, if any, to the date Change of purchaseControl Purchase Date (as defined below), in accordance with the procedures set forth in paragraphs (b), (c) and (cd) of this Section 1010 (Section. The Company shall, subject to the "provisions described below, be required to purchase all Notes properly tendered into the Change of Control Offer")Offer and not withdrawn.
(b) Within 15 days The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Purchase Date (as defined below) or for such longer period as required by law.
(c) Not later than the 30th day following any Change of Control, the Company (if the Change of Control relates shall give to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 hereof, who shall mail at the Company's expense to each Holders of Notes, a notice copy of the Change of Control Offer, which shall state, among other things, the procedures that Holders must follow to accept the Change of Control Offer and stating:
(1) that a Change of in Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes Notes, or portion thereof, at the Change of Control Purchase Price;
(2) the circumstances and relevant facts any information regarding such Change of Control (including information with respect required to pro forma historical income, cash flow be furnished pursuant to Rule 14e-1 under the Exchange Act and capitalization after giving effect to such Change of Control)any other securities laws and regulations thereunder;
(3) the Change of Control Purchase Price and a purchase date (the "Change of Control Purchase Date") which shall be on a Business Day and no earlier than 30 days nor later than 60 days from the date of such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations;
(4) that any Note Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest;
(5) that, that unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 1019, or payment of the Change of Control Purchase Priceis otherwise prevented, any Notes Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its his Notes repurchased in accordance with paragraph (cd) of this Section.
(cd) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company Paying Agent at the address specified in the notice Change of Control Notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company Paying Agent receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number(s) (in the case of Physical Notes) and 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. Holders whose Notes are purchased only in part shall will be issued new Notes of like tenor and Guarantees equal in principal amount to the unpurchased portion for the Notes surrendered. On or prior to 10:00 A.M., New York City time, on the Change of Control Purchase Date, the Company shall (i) accept for payment Notes or portion thereof validly tendered (and not withdrawn) pursuant to the Change of Control Offer, (ii) irrevocably deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Notes surrendered, which unpurchased portion shall be so tendered payment in an amount equal to $1,000 the Change of Control Purchase Price for the Notes, and the Company shall execute and, upon Company Order, the Trustee shall authenticate and mail or make available for delivery to such Holders a new Note of like tenor and equal in principal amount to any unpurchased portion of the Note which any such Holder did not surrender for purchase. The Company shall announce the results of a Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Purchase Date. For purposes of this Section 1019, the Trustee will act as the Paying Agent.
(e) The Company's obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
(f) The Company shall comply with 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 the event that a Change of Control occurs and the Company is required to purchase Notes as described in this Section 1019.
Appears in 1 contract
Samples: Indenture (Scovill Holdings Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent shall be obligated to make an offer to purchase (as the case may bea “Change of Control Offer”) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's the then Outstanding Notes, in whole or in part (and if in part, in denominations of $2,000 or integral multiples of $1,0001,000 in excess thereof), from the Holders of such Notes, at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101% of the aggregate principal amount thereofof such Notes, plus accrued and unpaid interest thereon interest, if any, to the date Change of purchaseControl Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date), in accordance with the procedures set forth in paragraphs (b), (c) and (cd) of this Section 1010 (Section. The Company shall, subject to the "provisions described below, be required to purchase all Notes properly tendered into the Change of Control Offer and not withdrawn. The Company will not be required to make a Change of Control Offer upon a Change of Control if another Person makes the Change of Control Offer at the same purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer to be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer").
(b) Within 15 days The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Purchase Date.
(c) Not later than the 30th day following the occurrence of any Change of Control, the Company (if the Change of Control relates shall give to the Company) or Trustee in the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof manner provided in Section 13.4 and give to each Holder of the Notes in the manner provided in Section 105 13.5, a notice (the “Change of Control Notice”) governing the terms of the Change of Control Offer and stating:
(1) that a Change of in Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes ’s Notes, or portion thereof, at the Change of Control Purchase Price;
(2) the circumstances and relevant facts any information regarding such Change of Control (including information with respect required to pro forma historical income, cash flow be furnished pursuant to Rule 13e-1 under the Exchange Act and capitalization after giving effect to such Change of Control)any other securities laws and regulations thereunder;
(3) the Change of Control Purchase Price and a purchase date (the "“Change of Control Purchase Date") ”), which shall be on a Business Day and 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 or any applicable securities laws or regulationsChange of Control occurred;
(4) that any Note Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest;:
(5) that, that unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 9.16, or payment of the Change of Control Purchase Priceis otherwise prevented, any Notes Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its his Notes repurchased in accordance with paragraph (cd) of this Section. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify the Change of Control Notice to the extent necessary to accord with the procedures of the depository applicable thereto.
(cd) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company Paying Agent at the address specified in the notice Change of Control Notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company Paying Agent receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Holder and 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered. On the Change of Control Purchase Date, which unpurchased portion the Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to a Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Notes so tendered payment in an amount equal to $1,000 the purchase price for the Notes, and the Company shall execute and the Trustee shall authenticate and mail or make available for delivery to such Holders a new Note equal in principal amount to any unpurchased portion of the Note which any such Holder did not surrender for purchase. The Company shall announce the results of a Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Purchase Date. For purposes of this Section 9.16, the Trustee will act as the Paying Agent.
(e) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company 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 Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest, if any, to the date of redemption.
(f) The Company shall comply with 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 the event that a Change of Control occurs and the Company is required to purchase Notes as described in this Section 9.16.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Comstock Oil & Gas GP, LLC)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010Control, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, Notes in whole or in part in integral multiples of $1,000DM 1,000 principal amount at maturity, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, Accreted Value thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchasepurchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer")Section.
(b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 106 a notice stating:
(1) that a Change of Control has occurred 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 information with respect to pro forma --- ----- historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase date (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 necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations;
(4) that any Note not tendered will shall continue to accrue interestinterest or original issue discount, as the case may be;
(5) 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 will shall cease to accrue interest on and or original issue discount, as the case may be, after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereof.
Appears in 1 contract
Samples: Indenture (Euronet Services Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent shall be obligated to make an offer to purchase (as the case may bea “Change of Control Offer”) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's the then Outstanding Notes, in whole or in part (and if in part, in denominations of $2,000 or integral multiples of $1,0001,000 in excess thereof), from the Holders of such Notes, at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101% of the aggregate principal amount thereofof such Notes, plus accrued and unpaid interest thereon interest, if any, to the date Change of purchaseControl Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date), in accordance with the procedures set forth in paragraphs (b), (c) and (cd) of this Section 1010 (Section. The Company shall, subject to the "provisions described below, be required to purchase all Notes properly tendered into the Change of Control Offer and not withdrawn. The Company will not be required to make a Change of Control Offer upon a Change of Control if another Person makes the Change of Control Offer at the same purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer to be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer").
(b) Within 15 days The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Purchase Date.
(c) Not later than the 30th day following the occurrence of any Change of Control, the Company (if the Change of Control relates shall give to the Company) or Trustee in the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof manner provided in Section 13.4 and give to each Holder of the Notes in the manner provided in Section 105 13.5, a notice (the “Change of Control Notice”) governing the terms of the Change of Control Offer and stating:
(1) that a Change of in Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes ’s Notes, or portion thereof, at the Change of Control Purchase Price;
(2) the circumstances and relevant facts any information regarding such Change of Control (including information with respect required to pro forma historical income, cash flow be furnished pursuant to Rule 13e-1 under the Exchange Act and capitalization after giving effect to such Change of Control)any other securities laws and regulations thereunder;
(3) the Change of Control Purchase Price and a purchase date (the "“Change of Control Purchase Date") ”), which shall be on a Business Day and 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 or any applicable securities laws or regulationsChange of Control occurred;
(4) that any Note Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest;:
(5) that, that unless the Company defaults in depositing money with the Paying Agent in accordance with the last paragraph of clause (d) of this Section 9.16, or payment of the Change of Control Purchase Priceis otherwise prevented, any Notes Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its his Notes repurchased in accordance with paragraph (cd) of this Section. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify the Change of Control Notice to the extent necessary to accord with the procedures of the depository applicable thereto.
(cd) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company Paying Agent at the address specified in the notice Change of Control Notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company Paying Agent receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Holder and 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered. On the Change of Control Purchase Date, which unpurchased portion the Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to a Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted. The Paying Agent shall promptly mail or deliver to Holders of the Notes so tendered payment in an amount equal to $1,000 the purchase price for the Notes, and the Company shall execute and the Trustee shall authenticate and mail or make available for delivery to such Holders a new Note equal in principal amount to any unpurchased portion of the Note which any such Holder did not surrender for purchase. The Company shall announce the results of a Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Purchase Date. For purposes of this Section 9.16, the Trustee will act as the Paying Agent.
(e) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company 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 Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest, if any, to the date of redemption.
Appears in 1 contract
Samples: Third Supplemental Indenture (Comstock Oil & Gas GP, LLC)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010Control, each Holder shall will have the right to require that the Company repurchase all of such Holder's Notes, Outstanding Notes (the "Change of Control Offer") in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the Accreted Value of such Notes as of any Change of Control Payment Date (as defined below), occuring prior to March 1, 2003 plus any accrued and unpaid cash interest not otherwise included in the Accreted Value to such Change of Control Payment Date, or 101% of the principal amount thereofon any Change of Control Payment Date occuring on or after March 1, 2003, plus accrued and unpaid interest thereon interest, if any, to the date such Change of purchaseControl Payment Date, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (1009; provided, however, that -------- ------- notwithstanding the "occurrence of a Change of Control Offer")Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 1009 in the event that it has exercised its right to redeem all the Notes under Article Eleven.
(b) Within 15 Unless the Company has exercised its right to redeem all of the Notes under Article Eleven, within 30 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 106 a notice stating:
(1) that a Change of Control has 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 as described in this Section 1009, and that, although Holders are not required to tender their Notes, all Notes that are tendered in accordance with paragraph (c) of this Section 1009 shall be accepted for payment;
(2) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase the date (the "Change of Control Purchase Date") purchase, 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 mailed (the Exchange Act or any applicable securities laws or regulations"Change of Control Payment Date");
(4) that the instructions and any Note not tendered will continue other information necessary to accrue interest;enable Holders to tender their Notes and have such Notes repurchased in accordance with paragraph (d) of this Section; and
(5) that, unless the Company defaults in the payment of the Purchase Price for the Notes payable pursuant to such Change of Control Purchase PriceOffer, any Notes accepted for payment pursuant to the such Change of Control Offer will shall cease to accrete or accrue interest on and after the Change of Control Purchase Payment Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Payment Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at Stated Maturity 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount at Stated Maturity to the unpurchased portion of the Notes surrendered. In the event that a Change of Control occurs and the Company is required to purchase Notes as described above, which unpurchased portion the Company will comply with the applicable tender offer rules, including the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable, and will be deemed not to be in violation of any of its covenants under this Indenture to the extent such compliance is in conflict with such covenants. On and after a Change of Control Payment Date, the Notes or portions thereof accepted for payment shall cease to accrete or accrue interest unless the Company defaults in the payment of the purchase price therefor.
(d) Notwithstanding paragraphs (a) and (b), the Company shall not be equal required to $1,000 make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in principal amount or integral multiples thereofthe manner, at the times and otherwise in compliance with the requirements set forth in this Section 1009 applicable to a Change of Control Offer made by the Company and, in accordance with paragraph (c) of this Section 1009, purchases all Notes validly tendered under the Change of Control Offer and not withdrawn.
Appears in 1 contract
Samples: Indenture (Teligent Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of If a Change of Control occurs at any time and subject to time, then the compliance by Parent Guarantor or the Company or shall repurchase the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, in whole or in part in integral multiples of $1,000, Notes at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101100% of the outstanding principal amount thereof, thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer").
(b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 a notice stating:
(1) that a Change of Control has occurred 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 pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase date (the "Change of Control Purchase Date").
(b) No later than 10 business days prior to any Change of Control, the Company or the Parent Guarantor shall send notice of the Change of Control by first-class mail to each Holder to the address of such Holder appearing in the Security Register, which notice shall state:
(i) that a Change of Control is expected to occur; and
(ii) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 10 business 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 or any applicable securities laws or regulations;
(4) that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest on and after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) Holders electing to have If the terms of the Super-Priority Subscription Agreement Documents, the Senior Secured Notes purchased shall be required to surrender such or the Senior Unsecured Notes to prohibit the Company at from making distributions to finance the address specified in purchase of the notice at least five Business Days prior Notes pursuant to the this Section 4.11, within 30 days following any Change of Control Purchase Date. Holders shall be entitled we agree to:
(i) repay in full all Indebtedness outstanding under the Super-Priority Subscription Agreement Documents, the Senior Secured Notes and the Senior Unsecured Notes or offer to withdraw their election if repay in full all such Indebtedness and repay the Company receivesIndebtedness of each lender that accepts such offer; or
(ii) obtain the requisite consent under the Senior Secured Facility Agreement, not later than three Business Days prior the Senior Secured Notes and the Senior Unsecured Notes to permit the purchase of Notes as described above.
(d) On the Change of Control Purchase Date, a facsimile transmission the Parent Guarantor or letter setting forth the name of Company shall deposit with the Holder, Agent an amount in euros in immediately available funds equal to the outstanding aggregate principal amount of all Notes plus accrued and unpaid interest.
(e) The Company and the Parent Guarantor shall comply with the applicable securities laws and regulations in connection with a purchase of Notes delivered for purchase by upon a Change of Control. To the Holder as to which his election is to extent that the provisions of any securities laws or regulations conflict with provisions of this Facility Agreement, the Company and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be withdrawn and a statement that such Holder is withdrawing his election deemed to have breached their obligations under this Facility Agreement by virtue of such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereofconflict.
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of If a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010occurs, each Holder shall will have the right to require that the Company repurchase purchase all of such Holder's Notes, in whole or in any part (in integral multiples of $1,000) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer to purchase all of the Notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 such Notes (the "Change of Control OfferPayment").
, plus accrued and unpaid interest, if any, to the date of purchase (bthe "Change of Control Purchase Date") (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date). Within 15 30 days following of any Change of ControlControl or, at the Company's option, prior to such Change of Control but after it is publicly announced, the Company (if must notify the Trustee and give written notice of the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes Holder, by first-class mail, postage prepaid, at his, her or its address appearing in the manner provided in Section 105 a security register. The notice stating:must state, among other things,
(1i) that a Change of Control has occurred and that the date of such Holder has the right to require the Company to repurchase such Holder's Notes at the Change of Control Purchase Priceevent;
(2ii) the circumstances and relevant facts regarding such Change of Control (Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3iii) the Change of Control Purchase Price purchase price and a the purchase date (the "Change of Control Purchase Date") which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60 days from the date such the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulationsAct;
(4iv) that any Note not tendered will continue to accrue interest;
(5v) 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 will cease to accrue interest on and after the Change of Control Purchase Date; and
(6vi) the instructions other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer. On the Change of Control Purchase Date, the Company will, to the extent lawful, (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 Change of Control Purchase Price in order respect of all Notes or portions thereof so tendered and (iii) deliver or cause to have its be delivered to the Trustee the Notes repurchased so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Purchase Price 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 accordance principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note will be issued in an original principal amount in denominations of $1,000 or an integral multiple thereof. [Prior to complying with paragraph (c) the provisions of this Section.
(c) Holders electing to have Notes purchased shall be required to surrender such Notes to Section 4.15, but in any event within 90 days following the Change of Control, the Company at will either repay all outstanding Indebtedness under the address specified in Senior Secured Credit Agreement or obtain the notice at least five Business Days prior requisite consents, if any, under all agreements governing Indebtedness under the Senior Secured Credit Agreement to permit the repurchase of Notes required by this Section 4.15.] 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. Holders The Company shall not be entitled required to withdraw their election make a Change of Control Offer upon a Change of Control if the Company receives, not later than three Business Days prior to a third party makes the Change of Control Purchase DateOffer in the manner, at the time and otherwise in compliance with the requirements applicable to a facsimile transmission Change of Control Offer made by the Company 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 letter setting forth not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the name of the Holder, the principal amount Holders of the Notes delivered to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for purchase by such Notes, and the Holder as Trustee shall promptly authenticate pursuant to which his election is an Authentication Order and mail (or cause to be withdrawn and transferred by book entry) to each Holder a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees Note equal in principal amount to the unpurchased any unrepurchased portion of the Notes surrendered, which unpurchased portion if any; provided that each such new Note shall be equal to in a principal amount of $1,000 or an integral multiple thereof. However, 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 principal amount or integral multiples thereofwhose name a Note is registered at the close of business on such record date, and no Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Change of Control Offer.
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010Control, each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, Notes in whole or in part in integral multiples of $1,000DM 1,000 principal amount at maturity, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, Accreted Value thereof plus accrued and unpaid interest thereon interest, if any, to the date of purchasepurchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 (the "Change of Control Offer")Section.
(b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 106 a notice stating:
(1) that a Change of Control has occurred 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 information with respect to pro forma --- ----- historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase date (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 necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations;
(4) that any Note not tendered will shall continue to accrue interestinterest or original issue discount, as the case may be;
(5) 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 will shall cease to accrue interest on and or original issue discount, as the case may be, after the Change of Control Purchase Date; and
(6) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Date, a telegram, telex, 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal to $1,000 in principal amount or integral multiples thereof. SECTION 1011.
Appears in 1 contract
Samples: Indenture (Euronet Services Inc)
Purchase of Notes upon Change of Control. (a) Upon the occurrence of If a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010occurs, each Holder shall have the right to require that the Company Issuer to repurchase all of such Holder's Notes, or any part (equal to $200,000 in whole or in part in principal amount and integral multiples of $1,000, at 1,000 in excess thereof in the case of Dollar Notes and €100,000 in principal amount and integral multiples of €1,000 in excess thereof in the case of Euro Notes) of such Holder’s Notes pursuant to a purchase price change of control offer (the "“Change of Control Purchase Price"Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment (the “Change of Control Payment”) in cash in an amount equal to 101% of the aggregate principal amount thereofof the Notes repurchased, plus accrued and unpaid interest thereon interest, if any, on the Notes to but excluding the date of purchase, in accordance with subject to the procedures set forth in paragraphs rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within thirty (b30) and (c) of this Section 1010 (the "Change of Control Offer").
(b) Within 15 days following any Change of Control, the Company Issuer will mail (if or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control relates and offering to repurchase Notes on the date for payment specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the Companyprocedures required by this Indenture and described in such notice.
(b) The Issuer 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 the Parent (if regulations conflict with the Change of Control relates to provisions of this Indenture, the ParentIssuer’s compliance with the applicable securities laws and regulations will not constitute a breach of its obligations under the Change of Control provisions of this Indenture.
(c) shall notify Except as otherwise provided herein, no later than the Trustee thereof and give date that is sixty (60) days after any Change of Control, the Issuer will mail the Change of Control Offer to each Holder of any such Notes, with a copy to the Notes in the manner provided in Section 105 a notice statingTrustee:
(1) stating that a Change of Control has occurred or may occur and that such Holder has the right to require the Company Issuer to repurchase purchase all or any part of such Holder's ’s Notes at a purchase price equal to the Change of Control Purchase PricePayment;
(2) stating the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow Payment Date and capitalization after giving effect to such Change of Control)the record date;
(3) the Change of Control Purchase Price and a purchase date (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 or any applicable securities laws or regulations;
(4) stating that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest on and after the Change of Control Purchase Date; andPayment Date unless the Change of Control Payment is not paid, and that any Notes or part thereof not tendered will continue to accrue interest;
(64) describing the instructions circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;
(5) describing the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased in accordance with paragraph repurchased; and
(c6) if such notice is mailed prior to the occurrence of this Sectiona Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control.
(cd) Holders electing to have Notes purchased shall be required to surrender such Notes On the Change of Control Payment Date, the Issuer will, to the Company at the address specified in the notice at least five Business Days prior extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if Offer;
(2) deposit with the Company receives, not later than three Business Days prior paying agent an amount equal to the Change of Control Purchase Date, a facsimile transmission Payment in respect of all Notes or letter setting forth portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the name of Trustee the Holder, Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of the Notes delivered for purchase or portions of Notes being purchased by the Issuer.
(e) The Paying Agent will promptly mail to each Holder as to which his election is properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be withdrawn and transferred by book entry) to each Holder a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees Note equal in principal amount to the any unpurchased portion of the Notes surrendered, which unpurchased portion shall if any; provided, however, that each new Note will be equal to in a minimum principal amount of $200,000 or an integral multiple of $1,000 in excess thereof (in the case of Dollar Notes) and in a minimum principal amount of €100,000 or an integral multiples thereofmultiple of €1,000 in excess thereof (in the case of Euro Notes). 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.
(f) The provisions of this Section 4.13 that require the Issuer 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.
(g) The Issuer will not be 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 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) notice of redemption has been given pursuant to this Indenture as described in Section 3.07 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, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
(h) For so long as the Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) or to the extent and in the manner permitted by such rules, post such notices on the official website of the Irish Stock Exchange (xxx.xxx.xx).
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of If a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010occurs, each Holder shall will have the right to require that the Company repurchase purchase all of such Holder's Notes, in whole or in any part (in integral multiples of $1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to purchase all of the Notes, at a purchase price (the "“Change of Control Purchase Price"”) in cash in an amount equal to 101% of the principal amount thereofof such Notes (the “Change of Control Payment”), plus accrued and unpaid interest thereon interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 purchase (the "“Change of Control Offer"Purchase Date”) (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date).
(b) . Within 15 30 days following after any Change of ControlControl or, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company (if must notify the Trustee and give written notice of the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes Holder, by first-class mail, postage prepaid, at his, her or its address appearing in the manner provided in Section 105 a security register. The notice stating:must state, among other things,
(1i) that a Change of Control has occurred occurred, or will occur, and that the date, or expected date, of such Holder has the right to require the Company to repurchase such Holder's Notes at the Change of Control Purchase Priceevent;
(2ii) the circumstances and relevant facts regarding such Change of Control (Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3iii) the Change of Control Purchase Price purchase price and a the purchase date (the "Change of Control Purchase Date") which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60 days from the date such the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulationsAct;
(4iv) that any Note not tendered will continue to accrue interest;
(5v) 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 will cease to accrue interest on and after the Change of Control Purchase Date; and
(6vi) the instructions other procedures that a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) accept a Change of this Section.
(c) Holders electing Control Offer or to have Notes purchased shall be required to surrender such Notes withdraw acceptance of the Change of Control Offer. On the Change of Control Purchase Date, the Company will, to the extent lawful, (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 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 Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Purchase Price 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; provided that each such new Note will be issued in an original principal amount in denominations of $1,000 or an integral multiple thereof. The Company at will publicly announce the address specified in results of the notice at least five Business Days prior to Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Holders The Company shall not be entitled required to withdraw their election make a Change of Control Offer upon a Change of Control if the Company receives, not later than three Business Days prior to a third party makes the Change of Control Purchase DateOffer in the manner, at the time and otherwise in compliance with the requirements applicable to a facsimile transmission or letter setting forth Change of Control Offer made by the name Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a notice of redemption has been given pursuant to Section 3.7, provided that there is no default in the payment of the Holderapplicable redemption price. 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, this Indenture does not contain provisions that permit the principal amount Holders of the Notes delivered to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for purchase by such Notes, and the Holder as Trustee shall promptly authenticate pursuant to which his election is an Authentication Order and mail (or cause to be withdrawn and transferred by book entry) to each Holder a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees Note equal in principal amount to the unpurchased any unrepurchased portion of the Notes surrendered, which unpurchased portion if any; provided that each such new Note shall be equal to in a principal amount of $1,000 or an integral multiple thereof. However, 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 principal amount or integral multiples thereofwhose 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 Notes pursuant to the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Autonation Inc /Fl)
Purchase of Notes upon Change of Control. CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5
(a) Upon the occurrence of If a Change of Control at any time and subject to the compliance by the Company or the Parent (as the case may be) with the requirements of paragraph (b) of this Section 1010occurs, each Holder shall holder of Notes will have the right to require that the Company Issuer to repurchase all of such Holder's Notes, or any part (equal to €100,000 in whole or in part in principal amount and integral multiples of $1,000€1,000 in excess thereof) of such holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to but excluding the date of purchase, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail (or deliver electronically) a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date for payment specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the procedures required by this Indenture and described in such notice.
(b) The Issuer will comply with the requirements of Rule 14e‑1 under the U.S. 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 Issuer’s compliance with the applicable securities laws and regulations will not constitute a breach of its obligations under the Change of Control provisions of this Indenture.
(c) Except as otherwise provided herein, no later than the date that is sixty (60) days after any Change of Control, the Issuer will mail the Change of Control Offer to each holder of Notes, with a copy to the Trustee:
(A) stating that a Change of Control has occurred or may occur and that such holder has the right to require the Issuer to purchase all or any part 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 thereof, of such Notes plus accrued and unpaid interest thereon to and Additional Amounts, if any, to, but not including, the date of purchase, in accordance with purchase (subject to the procedures set forth in paragraphs (bright of holders of record on a record date to receive interest on the relevant interest payment date) and (c) of this Section 1010 (the "“Change of Control Offer").
(b) Within 15 days following any Change of Control, the Company (if the Change of Control relates to the Company) or the Parent (if the Change of Control relates to the Parent) shall notify the Trustee thereof and give to each Holder of the Notes in the manner provided in Section 105 a notice stating:
(1) that a Change of Control has occurred 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 pro forma historical income, cash flow and capitalization after giving effect to such Change of ControlPayment”);
(3B) stating the Change of Control Purchase Price and a purchase repurchase date (the "Change of Control Purchase Date") which shall be a Business Day no earlier than 30 ten (10) days nor later than 60 sixty (60) days from the date such notice is mailed, or such later date as is necessary to comply with requirements under ) (the Exchange Act or any applicable securities laws or regulations“Change of Control Payment Date”) and the record date;
(4C) stating that any Note not tendered will continue to accrue interest;
(5) 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 will cease to accrue interest on and after the Change of Control Purchase DatePayment Date unless the Change of Control Payment is not paid, and that any Notes or part thereof not tendered will continue to accrue interest;
(D) describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;
(E) describing the procedures determined by the Issuer, consistent with this Indenture, that a holder must follow to have its Notes repurchased; and
(6F) if such notice is mailed prior to the instructions occurrence of a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) Change of this Section.Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5
(cd) Holders electing to have Notes purchased shall be required to surrender such Notes On the Change of Control Payment Date, the Issuer will, to the Company at the address specified in the notice at least five Business Days prior extent lawful:
(A) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if Offer;
(B) deposit with the Company receives, not later than three Business Days prior paying agent an amount equal to the Change of Control Purchase Date, a facsimile transmission Payment with respect to all Notes or letter setting forth portions of Notes properly tendered; and
(C) deliver or cause to be delivered to the name of Trustee the Holder, Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of the Notes delivered for purchase or portions of Notes being purchased by the Holder as Issuer.
(e) The Paying Agent will promptly mail to which his election is each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be withdrawn and transferred by book-entry) to each holder a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes and Guarantees Note equal in principal amount to the any unpurchased portion of the Notes surrendered, which unpurchased portion shall if any; provided, however, that each new Note will be equal to $in a minimum principal amount of €100,000 or an integral multiple of €1,000 in principal amount excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or integral multiples thereofas soon as practicable after the Change of Control Payment Date.
(f) The provisions of this Section 4.08 that require the Issuer 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.
(g) The Issuer will not be 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 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) notice of redemption has been given pursuant to this Indenture as described in Section 3.07 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, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
(h) For so long as the Notes are listed on the Euronext Dublin and the rules of such exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) or to the extent and in the manner permitted by such rules, post such notices on the official website of the Euronext Dublin (xxx.xxx.xx).
Appears in 1 contract
Purchase of Notes upon Change of Control. (a) Upon the occurrence of a Change of Control at any time and subject to the compliance by Control, the Company or the Parent (as the case may be) will, in accordance with the requirements of paragraph paragraphs (b) and (c) of this Section 1010, give each Holder shall have the right to require that the Company repurchase all of such Holder's Notes, Notes in whole or in part in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of purchase, in accordance with the procedures set forth in paragraphs (b) and (c) of this Section 1010 purchase (the "Change of Control OfferPurchase Date").
(b) Within 15 days Business Days following any a Change of Control, the Company shall make an offer to purchase the Notes (if the "Change of Control relates to the CompanyOffer") or the Parent (if the Change of Control relates to the Parent) and shall notify the Trustee thereof and give a notice to each Holder of the Notes in the manner provided in Section 105 a notice 106 stating:
(1) that a Change of Control has occurred 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 information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);
(3) the Change of Control Purchase Price and a purchase date (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 or any applicable securities laws or regulations;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Company defaults in the payment of 40 Business Days following the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Purchase DateControl; and
(64) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (c) of this Section.
(c) The Change of Control Offer shall remain open for at least 20 Business Days following its commencement and until the close of business on the Change of Control Purchase Date. Holders electing to have Notes purchased shall will be required to surrender such Notes to the Company at the address specified in the notice at least five Business Days prior to the close of business on the Business Day preceding the Change of Control Purchase Date. Holders shall will be entitled to withdraw their election if the Company receives, not later than the close of business three Business Days prior to the Change of Control Purchase Date, a telegram, telex, 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. Holders whose Notes are purchased only in part shall will be issued new Notes and Guarantees equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion shall be equal .
(d) Neither the Trustee nor the Board of Directors of the Company may amend or waive the Company's obligations to $1,000 so offer to purchase all outstanding Notes in the event of a Change of Control without the holders of not less than a majority of the aggregate principal amount of the outstanding Notes consenting to such waiver or integral multiples thereofamendment. Notwithstanding the foregoing, 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 the 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. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company with such laws and regulations shall not in and of itself cause a breach of its obligations hereunder.
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