Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price on the Change in Control Purchase Date (the "Change in Control Purchase Price"), as of the date that is 45 days after the date of the Change in Control Purchase Notice delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c). A "Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur: (i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.8; or (ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers or consolidates), or (B) pursuant to which the holders of the Company's Ordinary Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of common stock of the surviving entity.
Appears in 2 contracts
Samples: First Supplemental Indenture (Xl Capital LTD), Indenture (Xl Capital LTD)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price on the Change in Control Purchase Date (the "Change in Control Purchase Price"), as of the date that is 45 days after the date of the Change in Control Purchase Notice delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c). A "Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.8; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers or consolidates), or (B) pursuant to which the holders of the Company's Ordinary Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of common stock of the surviving entity.
Appears in 1 contract
Samples: Indenture (Manpower Inc /Wi/)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price purchase price specified in the subject Securities on the Change in Control Purchase Date (the "“Change in Control Purchase Price"”), as of the date that is 45 days after the date of the Change in Control Purchase Notice (as defined below in Section 11.08(c)) delivered by the Company (the "“Change in Control Purchase Date"”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c)11.08(c) . A "Subject to conditions specified in the subject Securities, a “Change in Control" ” shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "“person" ” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's ’s Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's ’s Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans or any Permitted Holder and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.811.08; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a SubsidiarySubsidiary or a Permitted Holder) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a SubsidiarySubsidiary or a Permitted Holder), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's ’s outstanding Ordinary Common Shares (other than the cancellation of any of the Company's ’s outstanding Ordinary Common Shares held by the person with whom the Company mergers merges or consolidates), or (B) pursuant to which the holders of the Company's Ordinary ’s Common Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's ’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Common Shares solely into shares of common stock of the surviving entity. However, a Change in Control will not be deemed to have occurred if either (A) in the case of debt securities that are convertible into Common Shares of the Company, the closing price for the Company’s outstanding Common Shares for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control relating to an acquisition of Capital Stock, or the period of 10 consecutive trading days ending immediately before the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the average of the closing prices for such convertible debt securities on each of such trading days or (B) all of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in a merger or consolidation otherwise constituting a Change in Control under clause (i) and/or clause (ii) above consists of shares of common stock traded on a national securities exchange (or will be so traded immediately following the merger or consolidation). At least three Business Days before the Change in Control Notice Date (as defined below), the Company shall deliver an Officers’ Certificate to the Trustee specifying:
(i) the manner of payment selected by the Company;
(ii) the information required by Section 11.08(b);
(iii) the form of consideration to be used to pay the Change in Control Purchase Price and, if such consideration is not cash, that the conditions to such manner of payment set forth in this Indenture and the supplemental indenture hereto governing such Securities have been or will be complied with; and
(iv) whether the Company desires the Trustee to give the Change in Control Notice required by Section 11.08(b) .
(b) No later than 30 days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control (the “Change in Control Notice,” the date of such mailing, the “Change in Control Notice Date”) by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:
(1) briefly, the nature of the Change in Control and the date of such Change in Control;
(2) the date by which the Change in Control Purchase Notice pursuant to this Section 11.08 must be given;
(3) the Change in Control Purchase Date;
(4) the Change in Control Purchase Price;
(5) the name and address of the Paying Agent and, if applicable, the conversion agent;
(6) if applicable, the then existing conversion rate and any adjustments thereto;
(7) that the Securities must be surrendered to the Paying Agent to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Security as described in (7);
(9) briefly, the procedures the Holder must follow to exercise rights under this Section 11.08;
(10) briefly, the conversion rights, if any, of the Securities;
(11) the procedures for withdrawing a Change in Control Purchase Notice;
(12) that, unless the Company defaults in making payment of such Change in Control Purchase Price, interest, if any, on Securities surrendered for purchase by the Company will cease to accrue on and after the Change in Control Purchase Date; and
(13) the CUSIP number(s) and, if applicable, the ISIN number(s), of the Securities. Notice of redemption of Securities to be redeemed shall be given by the Trustee in the name and at the expense of the Company.
(c) A Holder may exercise its rights specified in Section 11.08(a) upon delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to the Paying Agent at any time on or prior to the 30th day after the date the Company delivers its written Change in Control Purchase Notice, stating:
(1) the certificate number of the Security which the Holder will deliver to be purchased;
(2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and
(3) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities. The delivery of such Security to the Paying Agent with the Change in Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 11.08 only if the Security so delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 11.08, 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. Any purchase by the Company contemplated pursuant to the provisions of this Section 11.08 shall be consummated by the delivery of the consideration to be received by the Holder on the Change of Control Purchase Date.
Appears in 1 contract
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price on the Change in Control Purchase Date (the "Change in Control Purchase Price"), as of the date that is 45 days after the date of the Change in Control Purchase Notice delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c5.8(c). A "Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.85.8; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers merges or consolidates), or (B) pursuant to which the holders of the Company's Ordinary Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of the Company's outstanding Ordinary Shares solely into shares of common stock of the surviving entity.. Notwithstanding the foregoing provisions of this Section 5.8, a Change in Control shall not be deemed to have occurred if (A) the closing price per Ordinary Share on the NYSE or, if the Ordinary Shares are not listed on the NYSE, on the principal other U.S. national or regional
Appears in 1 contract
Samples: Indenture (Xl Capital LTD)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price purchase price specified in the subject Securi- ties on the Change in Control Purchase Date (the "Change in Control Purchase Price"), as of the date that is 45 days after the date of the Change in Control Purchase Notice (as defined below in Section 1108(c)) delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c1108(c). A Subject to conditions specified in the subject Securities, a "Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.81108; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers merges or consolidates), or (B) pursuant to which the holders of the Company's Ordinary Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of common stock of the surviving entity. However, a Change in Control will not be deemed to have occurred if either
(A) in the case of debt securities that are convertible into Ordinary Shares of the Company, the closing price for the Company's outstanding Ordinary Shares for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control relating to an acquisition of Capital Stock, or the period of 10 consecutive trading days ending immediately before the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the average of the closing prices for such convertible debt securities on each of such trading days or (B) all of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights) in a merger or consolidation otherwise constituting a Change in Control under clause (i) and/or clause (ii) above consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market (or will be so traded or quoted immediately following the merger or consolidation). At least three Business Days before the Change in Control Notice Date (as defined below), the Company shall deliver an Officers' Certificate to the Trustee specifying:
(i) the manner of payment selected by the Company;
(ii) the information required by Section 1108(b);
(iii) the form of consideration to be used to pay the Change in Control Purchase Price and, if such consideration is not cash, that the conditions to such manner of payment set forth in this Indenture and the supplemental indenture hereto governing such Securities have been or will be complied with; and
(iv) whether the Company desires the Trustee to give the Change in Control Notice required by Section 1108(b).
(b) No later than 30 days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control (the "Change in Control Notice," the date of such mailing, the "Change in Control Notice Date") by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall in- clude a form of Change in Control Purchase Notice to be completed by the Holder and shall state:
(1) briefly, the nature of the Change in Control and the date of such Change in Control;
(2) the date by which the Change in Control Purchase Notice pursuant to this Section 1108 must be given;
(3) the Change in Control Purchase Date;
(4) the Change in Control Purchase Price;
(5) the name and address of the Paying Agent and, if applicable, the conversion agent;
(6) if applicable, the then existing conversion rate and any adjustments thereto;
(7) that the Securities must be surrendered to the Paying Agent to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Security as described in (7);
(9) briefly, the procedures the Holder must follow to exercise rights under this Section 1108;
(10) briefly, the conversion rights, if any, of the Securities;
(11) the procedures for withdrawing a Change in Control Purchase Notice;
(12) that, unless the Company defaults in making payment of such Change in Control Purchase Price, interest, if any, on Securities surrendered for purchase by the Company will cease to accrue on and after the Change in Control Purchase Date; and
(13) the CUSIP number(s) and, if applicable, the ISIN number(s), of the Securities. Notice of redemption of Securities to be redeemed shall be given by the Trustee in the name and at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Xl Capital LTD)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at a purchase price specified in Paragraph 6 of the Purchase Price on the Change in Control Purchase Date Securities (the "Change in Control Purchase Price"), as of the date that is 45 days after the date of the Change in Control Purchase Notice delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c). .
A "" Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its the Company's Subsidiaries or any of its the Company's employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.8plans; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary)person, any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary)person, other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any shares of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers or consolidates)Capital Stock, or (B) pursuant to which the holders of the Company's Ordinary Shares Common Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Shares shares of the Company's Common Stock solely into shares of common stock of the surviving entity.
Appears in 1 contract
Samples: Indenture (Cendant Corp)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If on or prior to December 4, 2004 there shall have occurred a Change in Control occursControl, the each holder of Securities not previously purchased by may require the Company shall be purchased by the Companyto purchase all or a portion of such Securities, at the option of the Holder holder thereof, at a price equal to the Purchase Price on principal amount of such Securities, plus accrued and unpaid interest to but excluding the Change in Control Purchase Date date of such purchase (the "Change in Control Purchase Price"), as of the on a date that is no later than 45 days Business Days after the date occurrence of the applicable Change in Control Purchase Notice delivered by the Company (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder holder of the requirements set forth in Section 3.8(cSections 15.02(b) and 15.02(c). A "Change in Control" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any Any "person", including its Affiliates and Associates (other than the Company, its Subsidiaries or the Company's or its Subsidiaries' employee benefit plans) or any syndicate "group" file a Schedule 13D or group deemed Schedule TO (or any successor schedule, form or report) pursuant to be a the Exchange Act disclosing that such person (for the purposes of this Section 15.02 only, as the term "person" under is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), acquires or group has become the beneficial ownershipowner of 50% or more, in the aggregate, of the combined voting power of the (x) Capital Stock then outstanding or (y) other Capital Stock into which the Common Stock is reclassified or changed, having ordinary power to elect directors or has the power, directly or indirectly, through to elect managers, trustees, or a purchase, merger or other acquisition transaction or series majority of transactions, of shares the members of the Company's Capital Stock entitling Board of Directors; provided, however, that a person shall not be deemed the beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans such person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and other than regulations under the Exchange Act or an exemption therefrom, and (2) is not also then reportable on Schedule 13D (or any transaction contemplated by clause (a)(ii)(Bsuccessor schedule) of this Section 3.8; orunder the Exchange Act;
(ii) There shall be consummated any share exchange, consolidation or merger of the Company merges pursuant to which the Common Stock would be converted into cash, securities or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Companyproperty, or the Company sells, assigns, conveys, sellstransfers, transfers leases or leases otherwise disposes of all or substantially all of its assets to another person (assets, in each case other than pursuant to a Subsidiary)share exchange, other than any transaction: (A) that does not result in any reclassification, conversion, exchange consolidation or cancellation merger of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers or consolidates), or (B) pursuant to in which the holders of the Company's Ordinary Shares Common Stock immediately prior to the transaction have the entitlement to exerciseshare exchange, consolidation or merger have, directly or indirectly, 50% or more at least a majority of the total voting power in the aggregate of all shares classes of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transactionshare exchange, consolidation or merger; or
(Ciii) which The Company is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion dissolved or exchange of outstanding Ordinary Shares solely into shares of common stock of the surviving entityliquidated.
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Purchase of Securities at Option of the Holder upon a Change in Control. (a) If a Change in Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at the Purchase Price purchase price specified in the subject Securities on the Change in Control Purchase Date (the "Change in Control Purchase PriceCHANGE IN CONTROL PURCHASE PRICE"), as of the date that is 45 days after the date of the Change in Control Purchase Notice (as defined below in Section 11.08(c)) delivered by the Company (the "Change in Control Purchase DateCHANGE IN CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c11.08(c). A Subject to conditions specified in the subject Securities, a "Change in ControlCHANGE IN CONTROL" shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:
(i) any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans and other than any transaction contemplated by clause (a)(ii)(B) of this Section 3.811.08; or
(ii) the Company merges or consolidates with or into any other person (other than a Subsidiary), any merger of another person (other than a Subsidiary) into the Company, or the Company conveys, sells, transfers or leases all or substantially all of its assets to another person (other than a Subsidiary), other than any transaction: (A) that does not result in any reclassification, conversion, exchange or cancellation of the Company's outstanding Ordinary Shares (other than the cancellation of any of the Company's outstanding Ordinary Shares held by the person with whom the Company mergers merges or consolidates), or (B) pursuant to which the holders of the Company's Ordinary Shares immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of common stock of the surviving entity. However, a Change in Control will not be deemed to have occurred if either (A) in the case of debt securities that are convertible into Ordinary Shares of the Company, the closing price for the Company's outstanding Ordinary Shares for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control relating to an acquisition of Capital Stock, or the period of 10 consecutive trading days ending immediately before the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the average of the closing prices for such convertible debt securities on each of such trading days or (B) all of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights) in a merger or consolidation otherwise constituting a Change in Control under clause (i) and/or clause (ii) above consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market (or will be so traded or quoted immediately following the merger or consolidation). At least three Business Days before the Change in Control Notice Date (as defined below), the Company shall deliver an Officers' Certificate to the Trustee specifying:
(i) the manner of payment selected by the Company;
(ii) the information required by Section 11.08(b);
(iii) the form of consideration to be used to pay the Change in Control Purchase Price and, if such consideration is not cash, that the conditions to such manner of payment set forth in this Indenture and the supplemental indenture hereto governing such Securities have been or will be complied with; and
(iv) whether the Company desires the Trustee to give the Change in Control Notice required by Section 11.08(b).
(b) No later than 30 days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control (the "CHANGE IN CONTROL NOTICE," the date of such mailing, the "CHANGE IN CONTROL NOTICE DATE") by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:
(1) briefly, the nature of the Change in Control and the date of such Change in Control;
(2) the date by which the Change in Control Purchase Notice pursuant to this Section 11.08 must be given;
(3) the Change in Control Purchase Date;
(4) the Change in Control Purchase Price;
(5) the name and address of the Paying Agent and, if applicable, the conversion agent;
(6) if applicable, the then existing conversion rate and any adjustments thereto;
(7) that the Securities must be surrendered to the Paying Agent to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Security as described in (7);
(9) briefly, the procedures the Holder must follow to exercise rights under this Section 11.08;
(10) briefly, the conversion rights, if any, of the Securities;
(11) the procedures for withdrawing a Change in Control Purchase Notice;
(12) that, unless the Company defaults in making payment of such Change in Control Purchase Price, interest, if any, on Securities surrendered for purchase by the Company will cease to accrue on and after the Change in Control Purchase Date; and
(13) the CUSIP number(s) and, if applicable, the ISIN number(s), of the Securities. Notice of redemption of Securities to be redeemed shall be given by the Trustee in the name and at the expense of the Company.
(c) A Holder may exercise its rights specified in Section 11.08(a) upon delivery of a written notice of purchase (a "CHANGE IN CONTROL PURCHASE NOTICE") to the Paying Agent at any time on or prior to the 30th day after the date the Company delivers its written Change in Control Purchase Notice, stating:
(1) the certificate number of the Security which the Holder will deliver to be purchased;
(2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and
(3) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities. The delivery of such Security to the Paying Agent with the Change in Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; PROVIDED, HOWEVER, that such Change in Control Purchase Price shall be so paid pursuant to this Section 11.08 only if the Security so delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 11.08, 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. Any purchase by the Company contemplated pursuant to the provisions of this Section 11.08 shall be consummated by the delivery of the consideration to be received by the Holder on the Change of Control Purchase Date.
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Samples: Indenture (Xl Capital LTD)
