Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities shall be purchased by the Company in accordance with the provisions of paragraph 8 of the Securities on November 15, 2008 (the "2008 Purchase Date") at a purchase price per Security equal to 100.25% of the aggregate principal amount of the Security (the "2008 Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date; provided that if the Put Right Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest on the Securities will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant date. Purchases of Securities by the Company pursuant to this Section 3.11 shall be made, at the option of the Holder thereof, upon: (1) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such Put Right Purchase Date stating: (A) if certificated notes have been issued, the certificate number of the Security which the Holder will deliver to be purchased, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof, (C) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Securities and in this Indenture, and (D) delivery of such Security to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, shall be so paid pursuant to this Section 3.11 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.11, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof. (b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Put Right Purchase Date (the "Company Put Right Notice Date"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder and shall state: (i) the Put Right Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if the applicable Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(e); (ix) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest and Additional Interest, if any, on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company's request, the Trustee shall give such Company Put Right Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company. (d) The Company shall deposit cash, in respect of purchases under this Section 3.11, at the time and in the manner as provided in Section 3.11(f), sufficient to pay the aggregate Put Right Purchase Price of all Securities, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date, to be purchased pursuant to this Section 3.11. (e) Upon receipt by the Paying Agent of the Put Right Purchase Notice specified in Section 3.11(a), the Holder of the Security in respect of which such Put Right Purchase Notice was given shall (unless such Put Right Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, with respect to such Security. Such Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in the following two paragraphs. A Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Purchase Notice at any time prior to the close of business on the Business Day prior to the Purchase Date specifying: (1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawn. (f) Prior to 11:00 a.m. (local time in the City of New York) on the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)) an amount (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date on, all the Securities or portions thereof which are to be purchased as of the Purchase Date. The manner in which the deposit required by this Section 3.11(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Purchase Date. If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security then, on the Put Right Purchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased on such Put Right Purchase Date as soon as practicable after the Put Right Purchase Date. To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.
Appears in 2 contracts
Samples: Indenture (Americredit Financial Services of Canada LTD), Indenture (Americredit Corp)
Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities shall be purchased in cash in whole or in part (which must be equal to $1,000 Principal Amount at Maturity or any integral multiple thereof) by the Company Company, at the option of Holders, in accordance with the provisions of this Article 3 and paragraph 8 of the Securities on November 15promptly after March 2, 2008 2011, March 2, 2014 and March 2, 2019 (the each, a "2008 Put Right Purchase Date") ), at a purchase price per Security equal to 100.25% of the aggregate principal amount of the Security set out below:
(the "2008 Purchase Price")1) $747.62 per $1,000 Principal Amount at Maturity on March 2, 2011;
(2) $799.52 per $1,000 Principal Amount at Maturity on March 2, 2014; and
(3) $894.16 per $1,000 Principal Amount at Maturity on March 2, 2019, together with any accrued interest and Additional Interestunpaid cash interest, if any, and accrued and unpaid Liquidated Damages, if any, up to but not including such the applicable Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 Date (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Put Right Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date; provided that if the Put Right Purchase Date is falls after a Regular Record Date and on or after an interest record date but on or prior to before the related interest payment dateInterest Payment Date, then interest on the Securities payable on such Interest Payment Date will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant date. Purchases of Securities by the Company pursuant to this Section 3.11 shall be made, at the option of the Holder thereof, upon:such Regular Record Date.
(1b) delivery to the Paying Agent by the Holder of a The Company shall give written notice of purchase (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such Put Right Purchase Date stating:
(A) if certificated notes have been issued, the certificate number of the Security which the Holder will deliver to be purchased,
(B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof,
(C) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Securities and in this Indenture, and
(D) delivery of such Security to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, shall be so paid pursuant to this Section 3.11 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.11, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash).
(c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable lawat its address shown in the register of the Registrar) not less than 20 Business Days prior to any each Put Right Purchase Date (the "Company Put Right Notice DateNotice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder Holder and shall state:
(i1) the Put Right Purchase Price Price, the Put Right Purchase Date and the Conversion RatePrice and Conversion Rate then in effect;
(ii2) the name and address of the Paying Agent and the Conversion Agent;
(iii3) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if only to the applicable extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(iv4) that Securities must be surrendered to the Paying Agent to collect payment;
(v5) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (iv4) above;
(vi6) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(vii7) briefly, the conversion rights of the Securities;
(viii) 8) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(eSubsection 3.12(g));
(ix9) that, unless the Company defaults in making payment of such Put Right Purchase Price and accrued and unpaid cash interest, if any, accrued Original Issue Discount and accrued and unpaid Liquidated Damages, if any, which is due and payable, on Securities for which a Put Right Purchase Notice has been submitted, Original Issue Discount and cash interest and Additional InterestLiquidated Damages, if any, on such Securities will cease to accrue on and after the Put Right Purchase Date; and
(x10) the CUSIP number of the Securities. ;
(c) If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. repurchases.
(d) At the Company's request, the Trustee shall give such Company Put Right Notice in on behalf of the Company's name Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company, and provided, further, that the Company must make such request at least five Business Days prior to the date by which such Put Right Notice must be given in accordance with this Section 3.12.
(de) The Company shall deposit cash, in respect of purchases under To exercise its rights pursuant to this Section 3.113.12, at the time and in Holder shall deliver to the manner as provided in Section 3.11(f), sufficient to pay the aggregate Paying Agent a properly completed Put Right Purchase Price Notice at any time from the opening of all Securitiesbusiness on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day immediately preceding the Put Right Purchase Date stating:
(1) if certificated Securities have been issued, together with accrued interest and Additional Interest, the certificate number of the Security which the Holder will deliver to be purchased (or if any, to, but the Securities are not includingcertificated, the Put Right Purchase Date, Notice must comply with the procedures of the Depositary applicable to be purchased pursuant to this Section 3.11.purchases),
(e2) Upon receipt by the Paying Agent portion (which may be 100%) of the Put Right Purchase Notice specified in Section 3.11(a), the Holder Principal Amount at Maturity of the Security in respect which the Holder will deliver to be purchased, which portion must be a Principal Amount at Maturity of which $1,000 or an integral multiple thereof, and
(3) that such Put Right Purchase Notice was given Security shall (unless such Put Right Purchase Notice is withdrawn be purchased as specified in of the following two paragraphs) thereafter be entitled to receive solely the Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the applicable Put Right Purchase Date thereon, pursuant to the terms and conditions in this Section 3.12 and the Securities.
(f) The Company shall purchase all Securities with respect to such Security. Such Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a). Securities in respect of which a Put Right Purchase Notice has been is given and not withdrawn, upon the later of the applicable Put Right Purchase Date and delivery of such Securities to the Paying Agent (together with all necessary endorsements) at the offices of the Paying Agent (if the Securities are not certificated, such delivery must comply with the procedures of the Depositary applicable to purchases). Delivery of such Security shall be a condition to receipt by the Holder thereof may not of the Put Right Purchase Price therefor. The Put Right Purchase Price shall be converted paid pursuant to Article 4 hereof on or after this Section 3.12 only if the date of Security delivered to the delivery of such Paying Agent conforms in all respects to the description thereof in the related Put Right Purchase Notice, unless as determined by the Company.
(g) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.12 shall have the right to withdraw such Put Right Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.
A Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent whole or in accordance with the Put Right Purchase Notice part at any time prior to the close of business on the Business Day prior immediately preceding the Put Right Purchase Date by delivery of a written notice of withdrawal to the Purchase Date Paying Agent specifying:
(1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submittedsubmitted (or, if the Securities are not certificated, the withdrawal notice must comply with the procedures of the Depositary applicable to withdrawals),
(2) the principal amount aggregate Principal Amount at Maturity of the Security (which must be equal to $1,000 or any integral multiple thereof) with respect to which such notice of withdrawal is being submitted, and
(3) the principal amountaggregate Principal Amount at Maturity, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A .
(h) The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawnthereof.
(fi) Prior to On or before 11:00 a.m. (local time in the City of New York) on the Business Day following the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, or if the Company or a Subsidiary or an Affiliate of either of them the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)2.04) an amount of money (in immediately available funds if deposited on or after such Business DayPut Right Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date on, of all the Securities or portions thereof which are to be purchased as of the Purchase Date. The manner in which the deposit required by this Section 3.11(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Purchase Date. .
(1) If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and not withdrawn, then, on the Business Day after the Put Right Purchase Date, such Security will cease to be outstanding outstanding, whether or not the Security is delivered to the Paying Agent, and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid).
(2) The Put Right Purchase Price shall be paid to such Holder with respect to Securities for which a Put Right Purchase Notice has been tendered and not withdrawn, subject to receipt of funds by the Paying Agent, promptly following the later of (A) the applicable Put Right Purchase Date with respect to such Security (provided that the conditions in Subsection 3.12(f) have been satisfied) and (B) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.12(f). The Company shall publicly announce Securities in respect of which a Put Right Purchase Notice has been given by the principal amount Holder thereof; if convertible pursuant to Article 4 hereof, may not be converted on or after the date of Securities purchased on the delivery of such Put Right Purchase Date as soon as practicable after the Notice, unless such Put Right Purchase Date. Notice has first been validly withdrawn as specified in Subsection 3.12(g).
(3) To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(fSubsection 3.12(i) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company, or if such money is then held by the Company in trust, it shall be discharged from the trust.
(j) The Company shall only be obligated to purchase, pursuant to this Section 3.12, a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.
(k) No Securities may be purchased at the option of Holders if there has occurred and is continuing an Event of Default with respect to the Securities, other than a Default in the payment of the Put Right Purchase Price with respect to such Securities.
Appears in 1 contract
Samples: Indenture (Mgi Pharma Inc)
Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities shall be purchased in cash in whole or in part (which must be equal to $1,000 or any integral multiple thereof) by the Company Company, at the option of Holders, in accordance with the provisions of this Article 3 and paragraph 8 of the Securities on November 15promptly after March 5, 2008 2011, March 5, 2014 and March 5, 2019 (the each, a "2008 Purchase Date") at a purchase price per Security equal to 100.25% of the aggregate principal amount of the Security (the "2008 Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Purchase Price")Security, together with any accrued and unpaid interest and Additional Interest, if any, up to but not including such the applicable Put Right Purchase DateDate (the "Put Right Purchase Price"); provided that if the Put Right Purchase Date is falls after a Regular Record Date and on or after an interest record date but on or prior to before the related interest payment dateInterest Payment Date, any interest on the Securities will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant date. Purchases of Securities by the such Regular Record Date.
(b) The Company pursuant to this Section 3.11 shall be made, at the option give written notice of the applicable Put Right Purchase Date by notice sent by first-class mail to the Trustee and to each Holder thereof, upon(at its address shown in the register of the Registrar) not less than 20 Business Days prior to each Put Right Purchase Date (the "Company Put Right Notice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Holder and shall state:
(1) delivery the Put Right Purchase Price, the Put Right Purchase Date and the Conversion Price and Conversion Rate then in effect;
(2) the name and address of the Paying Agent and the Conversion Agent;
(3) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities only to the extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(4) that Securities must be surrendered to the Paying Agent to collect payment;
(5) that the Put Right Purchase Price for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (4) above;
(6) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(7) briefly, the conversion rights of the Securities;
(8) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Subsection 3.12(g));
(9) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest on such Securities will cease to accrue on and after the Put Right Purchase Date; and
(10) the CUSIP number of the Securities.
(c) If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases.
(d) At the Company's request, the Trustee shall give such Company Put Right Notice on behalf of the Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company.
(e) To exercise its rights pursuant to this Section 3.12, the Holder shall deliver to the Paying Agent of a written notice of purchase in the form set forth in Exhibit A attached hereto (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such Put Right Purchase Date stating:
(A1) if certificated notes Securities have been issued, the certificate number of the Security which the Holder will deliver to be purchasedpurchased (or if the Securities are not certificated, the Put Right Purchase Notice must comply with the procedures of the Depositary applicable to purchases),
(B2) the portion (which may be 100%) of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in a principal amounts at maturity amount of $1,000 or an integral multiple thereof,, and
(C3) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 this Section 3.12.
(f) The Company shall purchase all Securities with respect to which a Put Right Purchase Notice is given and not withdrawn, upon the later of the Securities applicable Put Right Purchase Date and in this Indenture, and
(D) delivery of such Security Securities to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying AgentAgent (if the Securities are not certificated, such delivery being must comply with the procedures of the Depositary applicable to purchases). Delivery of such Security shall be a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, . The Put Right Purchase Price shall be so paid pursuant to this Section 3.11 3.12 only if the Security so delivered to the Paying Agent shall conform conforms in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.11, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. .
(g) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 3.12 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash).
(c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Put Right Purchase Date (the "Company Put Right Notice Date"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder and shall state:
(i) the Put Right Purchase Price and the Conversion Rate;
(ii) the name and address of the Paying Agent and the Conversion Agent;
(iii) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if the applicable Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(iv) that Securities must be surrendered to the Paying Agent to collect payment;
(v) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above;
(vi) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(vii) briefly, the conversion rights of the Securities;
(viii) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(e);
(ix) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest and Additional Interest, if any, on such Securities will cease to accrue on the Purchase Date; and
(x) the CUSIP number of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company's request, the Trustee shall give such Company Put Right Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company.
(d) The Company shall deposit cash, in respect of purchases under this Section 3.11, at the time and in the manner as provided in Section 3.11(f), sufficient to pay the aggregate Put Right Purchase Price of all Securities, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date, to be purchased pursuant to this Section 3.11.
(e) Upon receipt by the Paying Agent of the Put Right Purchase Notice specified in Section 3.11(a), the Holder of the Security in respect of which such Put Right Purchase Notice was given shall (unless such Put Right Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, with respect to such Security. Such Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.
A Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Purchase Notice at any time prior to the close of business on the Business Day prior to the Purchase Date specifying:
(1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submittedsubmitted (or, if the Securities are not certificated, the withdrawal notice must comply with the procedures of the Depositary applicable to withdrawals),
(2) the aggregate principal amount of the Security (which must be equal to $1,000 or any integral multiple thereof) with respect to which such notice of withdrawal is being submitted, and
(3) the aggregate principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A .
(h) The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawnthereof.
(fi) Prior to 11:00 a.m. On or before 5:00 p.m. (local time in the City of New York) on the Business Day following the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, or if the Company or a Subsidiary or an Affiliate of either of them the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)) an amount of money (in immediately available funds if deposited on or after such Business DayPut Right Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date on, of all the Securities or portions thereof which are to be purchased as of the Put Right Purchase Date. The manner in which the deposit required by this Section 3.11(f3.12(e) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds by the close of business on the Business Day after the Put Right Purchase Date. .
(1) If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and not withdrawn on the Put Right Purchase Date, then, on the close of business on the Business Day after the Put Right Purchase Date, such Security will cease to be outstanding outstanding, whether or not the Security is delivered to the Paying Agent, and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased ) and interest will cease to accrue on such Put Right Purchase Date as soon as practicable after the Put Right Purchase Date. To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the CompanySecurity.
Appears in 1 contract
Samples: Indenture (Bell Microproducts Inc)
Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities shall be purchased in cash by the Company in accordance with the provisions of paragraph 8 of the Securities on November 15promptly after October 1, 2008 2008, October 1, 2013 and October 1, 2018 (the each a respective "2008 Purchase Date") at a purchase price per Security equal to 100.25% of the aggregate principal amount of the Security (the "2008 Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Purchase Price")Security, together with any accrued interest and Additional Interest, if any, up to but not including such the applicable Put Right Purchase DateDate (the "Put Right Purchase Price"); provided that if the Put Right Purchase Date is falls after a Regular Record Date and on or after an interest record date but on or prior to before the related interest payment dateInterest Payment Date, any interest on the Securities will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant date. Purchases of Securities by the Company pursuant to this Section 3.11 shall be made, at the option of the Holder thereof, upon:such Regular Record Date.
(1b) delivery to the Paying Agent by the Holder of a The Company shall give written notice of purchase (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such Put Right Purchase Date stating:
(A) if certificated notes have been issued, the certificate number of the Security which the Holder will deliver to be purchased,
(B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof,
(C) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Securities and in this Indenture, and
(D) delivery of such Security to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, shall be so paid pursuant to this Section 3.11 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.11, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash).
(c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable lawat its address shown in the register of the Registrar) not less than 20 Business Days prior to any each Put Right Purchase Date (the "Company Put Right Notice DateNotice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder and shall state:
(i1) the Put Right Purchase Price Price, the Put Right Purchase Date and the Conversion RatePrice and Conversion Rate then in effect;
(ii2) the name and address of the Paying Agent and the Conversion Agent;
(iii3) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if only to the applicable extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(iv4) that Securities must be surrendered to the Paying Agent to collect payment;
(v5) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (iv4) above;
(vi6) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(vii7) briefly, the conversion rights of the Securities;
(viii) 8) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(e3.12(d));
(ix9) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest and Additional Interest, if any, on such Securities will cease to accrue on and after the Put Right Purchase Date; and
(x10) the CUSIP number of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company's request, the Trustee shall give such Company Put Right Notice in on behalf of the Company's name Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company.
(dc) The Purchases of Securities by the Company shall deposit cash, in respect of purchases under pursuant to this Section 3.113.12 shall be made, at the time and option of the Holder thereof, upon:
(1) delivery to the Paying Agent by the Holder of a written notice of purchase in the manner as provided form set forth in Section 3.11(f), sufficient to pay the aggregate Exhibit A attached hereto (a "Put Right Purchase Price Notice") at any time from the opening of all Securitiesbusiness on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Put Right Purchase Date stating:
(A) if certificated Securities have been issued, together with accrued interest and Additional Interest, the certificate number of the Security which the Holder will deliver to be purchased (or if any, to, but the Securities are not includingcertificated, the Put Right Purchase Date, Notice must comply with the procedures of the Depositary applicable to be purchased pursuant to this Section 3.11.repurchases),
(eB) Upon receipt by the Paying Agent portion (which may be 100%) of the Put Right Purchase Notice specified in Section 3.11(a), the Holder principal amount of the Security which the Holder will deliver to be purchased, which portion must be in respect a principal amount of which $1,000 or an integral multiple thereof, and
(C) that such Put Right Purchase Notice was given Security shall (unless such Put Right Purchase Notice is withdrawn be purchased as specified in of the following two paragraphs) thereafter be entitled to receive solely the Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the applicable Put Right Purchase Date thereon, with respect pursuant to such Security. Such Put Right Purchase Price, together with accrued interest the terms and Additional Interest, if any, to, but not including, conditions specified in paragraph 8 of the Put Right Purchase Date thereon, shall be paid to such Holder, subject to receipt Securities and in this Section 3.12 of funds by the Paying Agent, promptly following the later of this Indenture.
(x2) the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or at any time after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.
A Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Purchase Notice (together with all necessary endorsements) at any time prior to the close offices of business on the Business Day prior to the Purchase Date specifying:
(1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted,
(2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and
(3) the principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawn.
(f) Prior to 11:00 a.m. (local time in the City of New York) on the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as Securities are not certificated, such delivery must comply with the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)) an amount (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date on, all the Securities or portions thereof which are to be purchased as procedures of the Purchase Date. The manner in which the deposit required by this Section 3.11(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Purchase Date. If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security then, on the Put Right Purchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased on such Put Right Purchase Date as soon as practicable after the Put Right Purchase Date. To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.Depositary applicable to
Appears in 1 contract
Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities Each Holder shall be purchased by have the Company in accordance with right, at the Holder's option, but subject to the provisions of paragraph 8 of this Section 3.12, to require the Company to purchase such Holder's Securities (or any portion thereof that is equal to $1,000 or an integral multiple thereof) on November December 15, 2008 2006, December 15, 2008, December 15, 2013 and December 15, 2018 (the each a respective "2008 Purchase Date") at a purchase price per Security equal to 100.25% of the aggregate principal amount of the Security (the "2008 Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Purchase Price")to be repurchased, together with any accrued interest and Additional Interest, if any, thereon up to but not including such the applicable Put Right Purchase DateDate (the "Put Right Purchase Price"); provided that if the Put Right Purchase Date is falls after a Regular Record Date and on or after an interest record date but on or prior to before the related interest payment dateInterest Payment Date, any interest on the Securities will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant date. Purchases of Securities by the Company pursuant to this Section 3.11 shall be made, at the option of the Holder thereof, upon:such Regular Record Date.
(1b) delivery to the Paying Agent by the Holder of a The Company shall give written notice of purchase (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such Put Right Purchase Date stating:
(A) if certificated notes have been issued, the certificate number of the Security which the Holder will deliver to be purchased,
(B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof,
(C) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Securities and in this Indenture, and
(D) delivery of such Security to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, shall be so paid pursuant to this Section 3.11 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.11, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash).
(c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable lawat its address shown in the register of the Registrar) not less than 20 Business Days prior to any each Put Right Purchase Date (the "Company Put Right Notice DateNotice"). The Company shall also give notice to beneficial owners of the Securities as required by applicable law. Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder and shall state:
(i1) the Put Right Purchase Price Price, the Put Right Purchase Date and the Conversion RatePrice and Conversion Rate then in effect;
(ii2) the name and address of the Paying Agent and the Conversion Agent;
(iii3) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if only to the applicable extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(iv4) that Securities must be surrendered to the Paying Agent to collect payment;
(v5) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (iv4) above;
(vi6) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(vii7) briefly, the conversion rights of the Securities;
(viii) 8) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(e3.12(d));
(ix9) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest and Additional Interest, if any, on such Securities will cease to accrue on and after the Put Right Purchase Date; and
(x10) the CUSIP number of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company's request, the Trustee shall give such Company Put Right Notice in on behalf of the Company's name Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company.
(c) Purchases of Securities by the Company pursuant to this Section 3.12 shall be made, at the option of the Holder thereof, upon:
(1) delivery to the Paying Agent by the Holder of a written notice of purchase in the form set forth in Exhibit A attached hereto (a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Put Right Purchase Date stating:
(A) if certificated Securities have been issued, the certificate number of the Security which the Holder will deliver to be purchased (or if the Securities are not certificated, the Put Right Purchase Notice must comply with the procedures of the Depositary applicable to repurchases),
(B) the portion (which may be 100%) of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in a principal amount of $1,000 or an integral multiple thereof, and
(C) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Securities and in this Section 3.12 of this Indenture; and
(2) delivery of such Security to the Paying Agent at any time after delivery of the Put Right Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent (if the Securities are not certificated, such delivery must comply with the procedures of the Depositary applicable to repurchases). Delivery of such Security shall be a condition to receipt by the Holder of the Put Right Purchase Price therefor. The Put Right Purchase Price shall be paid pursuant to this Section 3.12 only if the Security delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company.
(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.12 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent specifying:
(1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted (or, if the Securities are not certificated, the withdrawal notice must comply with the procedures of the Depositary applicable to withdrawals),
(2) the aggregate principal amount of the Security with respect to which such notice of withdrawal is being submitted, and
(3) the aggregate principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(e) On or before 5:00 p.m., New York City time, on the Business Day following the Put Right Purchase Date, the Company shall deposit cashwith the Trustee or with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in respect of purchases under this Section 3.11, at the time and in the manner trust as provided in Section 3.11(f), 2.4) an amount of money (in immediately available funds if deposited on such Put Right Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of all Securitiesthe Securities or portions thereof which are to be purchased as of the Put Right Purchase Date. The manner in which the deposit required by this Section 3.12(e) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds by the close of business on the Business Day after the Put Right Purchase Date. If a Paying Agent holds, together in accordance with accrued interest the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and Additional Interest, if any, to, but not including, withdrawn on the Put Right Purchase Date, to be purchased pursuant to this Section 3.11.
(e) Upon receipt by then, on the Paying Agent close of business on the Business Day after the Put Right Purchase Notice specified in Section 3.11(a)Date, such Security will cease to be outstanding, whether or not the Security is delivered to the Paying Agent, and the rights of the Holder of the Security in respect of which such Put Right Purchase Notice was given thereof shall terminate (unless such Put Right Purchase Notice is withdrawn as specified in other than the following two paragraphs) thereafter be entitled right to receive solely the Put Right Purchase Price, together with accrued Price as aforesaid) and interest and Additional Interest, if any, to, but not including, the will cease to accrue on such Security. The Put Right Purchase Date thereon, with respect to such Security. Such Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, Price shall be paid to such HolderHolder with respect to Securities for which a Put Right Purchase Notice has been tendered and not withdrawn, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Business Day after the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a3.12(c) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a3.12(c). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in Section 3.12(d). To the following two paragraphs.
A extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.12(e) exceeds the aggregate Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office Price of the Paying Agent in accordance with Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Notice at Date the Trustee or a Paying Agent, as the case may be, shall return any time prior such excess cash to the close of business on the Business Day prior to the Purchase Date specifying:Company.
(1f) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted,
(2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and
(3) the principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 3.12 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such SecuritiesPrice). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such SecuritiesPrice) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawn.
(f) Prior to 11:00 a.m. (local time in . Upon receipt by the City Paying Agent of New York) on the Put Right Purchase DateNotice specified in Section 3.12(c), the Company shall deposit with Holder of the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate Security in respect of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)) an amount (in immediately available funds if deposited on which such Business Day) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Notice was given shall (unless such Put Right Purchase Date on, all the Securities or portions thereof which are Notice is withdrawn as specified herein) thereafter be entitled to be purchased as of the Purchase Date. The manner in which the deposit required by this Section 3.11(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Purchase Date. If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay receive solely the Put Right Purchase Price of any Security then, on the Put Right Purchase Date, with respect to such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate Security.
(other than the right to receive the Put Right Purchase Price as aforesaid). g) The Company shall publicly announce purchase from the Holder thereof, pursuant to this Section 3.12, a portion of a Security if the principal amount of Securities purchased on such Put Right Purchase Date as soon as practicable after the Put Right Purchase Dateportion is $1,000 or an integral multiple of $1,000. To the extent Provisions of this Indenture that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash apply to the Companypurchase of all of a Security also apply to the purchase of such portion of such Security.
Appears in 1 contract
Samples: Indenture (Emulex Corp /De/)
Purchase of Securities at Option of the Holder on Specified Dates. (a) The Securities shall be purchased in cash in whole or in part (which must be equal to $1,000 principal amount or any integral multiple thereof) by the Company Company, at the option of Holders, in accordance with the provisions of this Section 3.14 and paragraph 8 11 of the Securities on November 15June 1, 2008 2010, June 1, 2015, June 1, 2020, June 1, 2025 and June 1, 2030 (the each, a "2008 Put Right Purchase Date") ), or the time of the surrender of the Securities, if later, for cash at a purchase price per Security equal to 100.25100% of the aggregate principal amount of the Security (the "2008 Purchase Price"), surrendered Securities together with accrued interest and Additional Interestbut unpaid interest, if any, up to but not including such the applicable Put Right Purchase Date, and on November 15, 2013 and November 15, 2018 Date (the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "2013-2018 Put Right Purchase Price"), together with accrued interest and Additional Interest, if any, up to but not including such Put Right Purchase Date; provided that if the Put Right Purchase Date is falls after a Regular Record Date and on or after an interest record date but on or prior to before the related interest payment dateInterest Payment Date, then interest on the Securities payable on such Interest Payment Date will instead be payable on such Interest Payment Date to the Holders in whose names the Securities are registered at the close of business on such Regular Record Date. The Company may elect to satisfy its obligation to pay the relevant date. Purchases of Securities Put Right Purchase Price, in whole or in part, by delivering Shares, as provided for, and subject to the conditions, under Section 3.15.
(b) Unless the Company has issued a notice to redeem the Securities pursuant to this Section 3.11 3.3 hereof, the Company shall be madegive written notice of the applicable Put Right Purchase Date by notice sent by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law), at its address shown in the option register of the Registrar, not less than 20 Business Days and not more than 25 Business Days prior to each Put Right Purchase Date (the "Company Put Right Notice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Holder thereof, uponand shall state:
(1) delivery the Put Right Purchase Price, for the applicable Put Right Purchase Date, the Conversion Rate then in effect and if payment, whether in whole or in part, will be made in Shares;
(2) the name and address of the Paying Agent and the Conversion Agent;
(3) that Securities as to which a Put Right Purchase Notice has been given may be converted, if they are otherwise convertible, only in accordance with Article IV and paragraph 11 of the Securities and only to the extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(4) that Securities must be surrendered to the Paying Agent as a condition to collecting payment of the Put Right Purchase Price;
(5) that the Put Right Purchase Price for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (4) above;
(6) the procedures the Holder must follow to exercise rights under this Section 3.14 and a brief description of those rights;
(7) the conversion rights of the Securities;
(8) the procedures for withdrawing a Put Right Purchase Notice (including a summary of the terms of Section 3.14(g));
(9) that, unless the Company fails to pay such Put Right Purchase Price on Securities for which a Put Right Purchase Notice has been submitted, such Securities shall no longer be outstanding and interest on such Securities will cease to accrue on and after the Put Right Purchase Date; and
(10) the CUSIP and/or ISIN number of the Securities.
(c) If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures relating to repurchases.
(d) At the Company's request, the Trustee shall give such Company Put Right Notice on behalf of the Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company; provided further that the Company shall make such request and deliver the text of such Company Put Right Notice at least five Business Days prior to the date by which such Company Put Right Notice must be given in accordance with this Section 3.14.
(e) To exercise its rights pursuant to this Section 3.14, the Holder of shall deliver to the Paying Agent a written properly completed put right purchase notice of purchase (each, a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Business Day prior to such immediately preceding the Put Right Purchase Date stating:
(A1) if certificated notes Securities have been issued, the certificate number of the Security which that the Holder will deliver for repurchase (or if the Securities are not certificated, the Put Right Purchase Notice must comply with the Applicable Procedures relating to be purchasedpurchases),
(B2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in a principal amounts at maturity amount of $1,000 or an integral multiple thereof,, and
(C3) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions specified in paragraph 8 this Section 3.14 and the Securities.
(f) The Company shall pay the Put Right Purchase Price for all Securities with respect to which a Put Right Purchase Notice is given and not validly withdrawn, upon the later of the Securities Business Day following the applicable Put Right Purchase Date and in this Indenture, and
(D) delivery of such Security Securities to the Paying Agent prior to, on or after the Put Right Purchase Date (together with all necessary endorsements) at the offices of the Paying AgentAgent (if the Securities are not certificated, such delivery being must comply with the Applicable Procedures relating to purchases). Delivery of such Security shall be a condition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, . The Put Right Purchase Price shall be so paid pursuant to this Section 3.11 3.14 only if the Security so delivered to the Paying Agent shall conform conforms in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company.
(g) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.14 shall have the right to withdraw such Put Right Purchase Notice in whole or in part at any time prior to the close of business on the Business Day immediately preceding the applicable Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent specifying:
(1) the aggregate principal amount of the Security (which must be equal to $1,000 or any integral multiple thereof) with respect to which such notice of withdrawal is being submitted,
(2) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted (or, if the Securities are not certificated, the withdrawal notice must comply with the Applicable Procedures relating to withdrawals), and
(3) the aggregate principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company.
(h) The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(i) On or before 11:00 a.m. Toronto time on the Business Day following the applicable Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.6) an amount of money (in immediately available funds if deposited on or after such Put Right Purchase Date) and/or, subject to and in accordance with Section 3.15, a number of Shares sufficient to pay the aggregate Put Right Purchase Price of all the Securities or portions thereof which are to be purchased as of the Put Right Purchase Date. If a Paying Agent holds, in accordance with the terms hereof, money and/or Shares sufficient to pay the Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and not withdrawn, then, on the Business Day after the Put Right Purchase Date, such Security will cease to be outstanding, and interest shall cease to accrue, whether or not the Security is delivered to the Paying Agent, and the rights of the Holder in respect of the Security shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid). The Company Put Right Purchase Price shall purchase from be paid to such Holder with respect to Securities for which a Put Right Purchase Notice has been tendered and not validly withdrawn, subject to receipt of funds by the Paying Agent, promptly after the later of (A) the applicable Put Right Purchase Date with respect to such Security (provided that the conditions in Section 3.14(f) have been satisfied) and (B) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.14(f). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof, if convertible pursuant to Article IV, may not be converted on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in Section 3.14(g). To the extent that the aggregate amount of cash and/or Shares, if applicable, deposited by the Company pursuant to this Section 3.14(i) exceeds the aggregate Put Right Purchase Price of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash and/or Shares, if applicable, to the Company, or if such funds and/or Shares, if applicable, are then held by the Company in trust, they shall be discharged from the trust.
(j) the Company shall only be obligated to purchase, pursuant to this Section 3.113.14, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.11 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.11 shall have the right to withdraw such Put Right Purchase Notice at any time prior to the close of business on the Business Day next preceding to the Put Right Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof.
(b) The Put Right Purchase Price of Securities in respect of which a Put Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn shall be paid in U.S. legal tender (cash).
(c) In connection with any purchase of Securities pursuant to this Section 3.11 the Company shall give written notice of the Put Right Purchase Date to the Holders (the "Company Put Right Notice"). The Company Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Put Right Purchase Date (the "Company Put Right Notice Date"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Securityholder and shall state:
(i) the Put Right Purchase Price and the Conversion Rate;
(ii) the name and address of the Paying Agent and the Conversion Agent;
(iii) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities if the applicable Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(iv) that Securities must be surrendered to the Paying Agent to collect payment;
(v) that the Put Right Purchase Price for, and accrued interest and Additional Interest, if any, on, any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above;
(vi) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;
(vii) briefly, the conversion rights of the Securities;
(viii) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Section 3.11(e);
(ix) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest and Additional Interest, if any, on such Securities will cease to accrue on the Purchase Date; and
(x) the CUSIP number of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company's request, the Trustee shall give such Company Put Right Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company.
(d) The Company shall deposit cash, in respect of purchases under this Section 3.11, at the time and in the manner as provided in Section 3.11(f), sufficient to pay the aggregate Put Right Purchase Price of all Securities, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date, to be purchased pursuant to this Section 3.11.
(e) Upon receipt by the Paying Agent of the Put Right Purchase Notice specified in Section 3.11(a), the Holder of the Security in respect of which such Put Right Purchase Notice was given shall (unless such Put Right Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, with respect to such Security. Such Put Right Purchase Price, together with accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Purchase Date with respect to such Security (provided the conditions in Section 3.11(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.11(a). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.
A Put Right Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Purchase Notice at any time prior to the close of business on the Business Day prior to the Purchase Date specifying:
(1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted,
(2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and
(3) the principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. A written notice of withdrawal of a Put Right Purchase Notice shall be in the form set forth in the preceding paragraph. There shall be no purchase of any Securities pursuant to this Section 3.11 if there has occurred (prior to, on or after as the case may be, the giving, by the Holders of such Securities, of the required Put Right Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Put Right Purchase Price with respect to such Securities) in which case, upon such return, the Put Right Purchase Notice with respect thereto shall be deemed to have been withdrawn.
(f) Prior to 11:00 a.m. (local time in the City of New York) on the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)) an amount (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Put Right Purchase Price of, together with all accrued interest and Additional Interest, if any, to, but not including, the Put Right Purchase Date on, all the Securities or portions thereof which are to be purchased as of the Purchase Date. The manner in which the deposit required by this Section 3.11(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Purchase Date. If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Purchase Price of any Security then, on the Put Right Purchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased on such Put Right Purchase Date as soon as practicable after the Put Right Purchase Date. To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right Purchase Price together with interest and Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.
Appears in 1 contract
