Purchase of Securities at Option. OF HOLDER OR UPON A FUNDAMENTAL CHANGE Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on February 15, 2019 and February 15, 2022 (each, a “Repurchase Date”) at a price equal to 100% of the Accreted Principal Amount of those Securities to be purchased, plus any accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”); provided, however, that any such accrued and unpaid interest (including Additional Interest, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% of the Accreted Principal Amount of the Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date; provided, however, that if a Fundamental Change Repurchase Date falls after a Regular ...
Purchase of Securities at Option. OF HOLDER UPON A FUNDAMENTAL CHANGE At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on a date, determined by the Company in its sole discretion, that is not less than 20 Business Days and not more than 30 Business Days after the occurrence of a Fundamental Change, at a purchase price equal to 100% of the principal amount thereof, together with any accrued interest up to, but excluding, the Fundamental Change Purchase Date, unless the Fundamental Change Purchase Date is after a Record Date and on or prior to the related Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of the Securities as of the preceding Record Date and the Fundamental Change Purchase Price payable to any Holder surrendering such Holder’s Security for purchase pursuant to Article 3 of the Indenture shall be equal to the principal amount of Securities subject to purchase and will not include any accrued and unpaid interest. The Fundamental Change Purchase Price shall be payable in cash. The Holder shall have the right to withdraw any Fundamental Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.
Purchase of Securities at Option of the Holder upon a Fundamental Change 16 Section 3.02. Effect of Fundamental Change Purchase Notice 20 Section 3.03. Deposit of Fundamental Change Purchase Price 21 Section 3.04. Securities Purchased in Part 21 Section 3.05. Repayment to the Company 22 Section 3.06. Compliance with Securities Laws upon Purchase of Securities 22 ARTICLE 4 CONVERSION 22 Section 4.01. Conversion Privilege 22 Section 4.02. Conversion Rate 22 Section 4.03. Conversion Procedure 24 Section 4.04. Taxes on Conversion 25 Section 4.05. Company to Provide Stock 25 Section 4.06. Adjustment of Conversion Rate 26 Section 4.07. No Adjustment 32 Section 4.08. Shareholder Rights Agreements 33 Section 4.09. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege 33 Section 4.10. Other Adjustments 34 Section 4.11. Notice of Adjustment 34 Section 4.12. Trustee’s Disclaimer 34 Section 4.13. Settlement Upon Conversion 34 ARTICLE 5 COVENANTS 35 Section 5.01. Payment of Securities 35 Section 5.02. Reports and Certain Information 36 Section 5.03. Compliance Certificates 36 Section 5.04. Maintenance of Corporate Existence 36 Section 5.05. Stay, Extension and Usury Laws 36 Section 5.06. Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent 36 Section 5.07. Notice of Default 37 Section 5.08. Additional Interest Notice 37 ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 37 Section 6.01. Company May Consolidate, etc., Only on Certain Terms 37 Section 6.02. Successor Substituted 37 ARTICLE 7 DEFAULT AND REMEDIES 38 Section 7.01. Events of Default 38 Section 7.02. Acceleration 39 Section 7.03. Other Remedies 39 Section 7.04. Waiver of Defaults and Events of Default 40 Section 7.05. Control by Majority 40 Section 7.06. Limitations on Suits 40 Section 7.07. Rights of Holders to Receive Payment and to Convert 41 Section 7.08. Collection Suit by Trustee 41 Section 7.09. Trustee May File Proofs of Claim 41 Section 7.10. Priorities 41 Section 7.11. Undertaking for Costs 42 Section 7.12. Delay or Omission Not Waiver 42 ARTICLE 8 TRUSTEE 42 Section 8.01. Certain Duties and Responsibilities of Trustee 42 Section 8.02. Certain Rights of Trustee 43 Section 8.03. Trustee Not Responsible for Recitals or Issuance or Securities 45 Section 8.04. May Hold Securities 45 Section 8.05. Moneys Held in Trust 45 Section 8.06. Compensation and Reimbursement 45 Section 8.07. Reliance on Officers’ Certificate 46 Section 8.08. Disqualification: Conflic...
Purchase of Securities at Option of the Holder Upon Change in Control
(a) If at any time that Securities remain outstanding there shall have occurred a Change in Control, Securities shall be purchased by the Company at the option of the Holder thereof, as of the date that is 30 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date") at a purchase price equal to 100% of the principal amount thereof (the "Change in Control Purchase Price") plus accrued interest up to but not including the Change in Control Purchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.8. A "Change in Control" shall be deemed to have occurred at such time after the initial issuance of the Securities if there shall occur:
(1) any Person or group, other than the Permitted Holders, is or becomes owner, directly or indirectly, of shares of capital stock of the Company representing 50% of the total voting power of all shares of capital stock of the Company or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors of the Company;
(2) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company, or any Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the Person or Persons that "beneficially owned," directly or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the Company immediately prior to such transaction, "beneficially own," directly or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the surviving or transferee Person;
(3) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination for election by the stockholders of the Company was previously approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than by ac...
Purchase of Securities at Option of the Holder upon --------------------------------------------------------------- Change in Control.
(a) If there shall have occurred a Change in Control, ----------------- Securities shall be purchased by the Company, at the option of the Holder thereof, at a purchase price specified in paragraph 6 of the Securities (the "Change in Control Purchase Price"), as of the date that is no later than 30 days after the delivery by the Company of the notice required by Section 3.8(b) (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c).
Purchase of Securities at Option of the Holder upon ------------------------------------------------------------------- Change in Control.
(a) If on or prior to February 16, 2004 there shall have ----------------- occurred a Change in Control, all or a portion of the Securities of any Holder shall be purchased by the Company, at the option of such Holder, at a purchase price specified in paragraph 6 of the Securities (the "Change in Control Purchase Price"), as of a date that is no later than 35 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.09(c).
Purchase of Securities at Option of the Holder.
Purchase of Securities at Option. OF HOLDER UPON A FUNDAMENTAL CHANGE At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on the date that is 30 Business Days after the occurrence of a Fundamental Change (as defined in Section 3.01(a) of the First Supplemental Indenture), at a purchase price equal to 100% of the principal amount thereof, together with any accrued and unpaid interest up to, but excluding, the Fundamental Change Purchase Date (as defined in Section 3.01(a) of the First Supplemental Indenture), payable in cash. The Holder shall have the right to withdraw any Fundamental Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.
Purchase of Securities at Option of the Holder upon Change in Control.
(a) If on or prior to February 8, 2006 there shall have occurred a Change in Control, Securities shall be purchased by the Company, at the option of the Holder thereof, at a purchase price specified in paragraph 7 of the Securities (the "Change in Control Purchase Price"), as of the date that is 35 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.09(c).
Purchase of Securities at Option of the Holder upon Change in Control.
(a) If at any time that Securities remain outstanding there shall occur a Change in Control, Securities shall be purchased by the Obligors at the option of the Holders, as of the date that is 30 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date") at a purchase price equal to 100% of the principal amount of the Securities, together with accrued and unpaid interest, including interest on any unpaid overdue interest, compounded semi-annually, and Additional Interest, if any, to, but excluding, the Change in Control Purchase Date (the "Change in Control Purchase Price"), subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.8. A "Change in Control" shall be deemed to have occurred if any of the following occurs after the date hereof (whether or not such transaction is pursuant to Article 7):
(1) any "person" or "group" becomes the "beneficial owner" of shares of the Company's Voting Stock representing 50% or more of the total voting power of all of the Company's outstanding Voting Stock, or acquires the power, directly or indirectly, to elect a majority of the members of the Company's board of directors; or
