Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If a Change of Control occurs (subject to certain exceptions set forth below), 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 equal to the Issue Price of those Securities, plus accrued Original Issue Discount and accrued and unpaid Liquidated Damages, if any, on those Securities (the "Change of Control Purchase Price"), as of the date that is 30 days after the date of a notice of Change of Control delivered by the Company (the "Change of Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). A "Change of Control" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital 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 elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation. A "Continuing Director" shall mean:
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Purchase of Securities at Option of the Holder upon Change of Control. (a)
(1) If a Change of Control occurs (subject to certain exceptions set forth below), 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 equal to specified in Section 6 of the Issue Price of those Securities, plus accrued Original Issue Discount and accrued and unpaid Liquidated Damages, if any, on those Securities (the "Change of Control Purchase PriceCHANGE OF CONTROL PURCHASE PRICE"), as of the date that is 30 days after the date of a notice of Change of Control delivered by the Company (the "Change of Control Purchase DateCHANGE OF CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c3.8(c). A "Change of Control" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur:
(i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(313(d) (3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the CompanyFairfax Financial Holdings Limited ("FAIRFAX"), any subsidiary of Fairfax, any of its the Company's subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or
(ii) during any period of two consecutive years, individuals who at the first day on which beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved pursuant to a vote of a majority of the members directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board Board of directors of the Company are not Continuing DirectorsDirectors then in office; or or
(iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: :
(A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital 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 elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation. A "Continuing Director" .
(2) Notwithstanding the provisions of Section 3.8(a)(1), the Company shall meannot be required to purchase the Securities of the Holders if:
(i) the Sale Price per share of Common Stock for any five trading days within (1) the period of 10 consecutive trading days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (i) or (ii) of Section 3.8(a)(1) above, or (2) the period of 10 consecutive trading days ending immediately before the Change of Control, in the case of a Change of Control under clause (iii) of Section 3.8(a)(1) above, equals or exceeds 100% of the Conversion Price of the Securities in effect on each of those five trading days; or
(ii) 100% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights) constituting a Change of Control consists of shares of common stock, ordinary shares or American Depositary Shares traded or to be traded immediately following a Change of Control on a national securities exchange or the Nasdaq National Market, and, as a result of the transaction or transactions, the Securities become convertible into that common stock, ordinary shares or American Depositary Shares (and any rights attached thereto).
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Samples: Indenture (Odyssey Re Holdings Corp)
Purchase of Securities at Option of the Holder upon Change of Control. (a)
(1i) If a Change of Control occurs (subject to certain exceptions set forth below), 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 equal to the Issue Price principal amount of those Securities, plus accrued Original Issue Discount and unpaid Interest, plus accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE") to, but not including, the Change of Control Purchase Price")Date, as of the date selected by the Company that is 30 days not less than 20 nor more than 35 Business Days after the date of a the notice of Change of Control delivered by the Company pursuant to Section 3.08(b) (the "Change of Control Purchase DateCHANGE OF CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). A "Change of ControlCHANGE OF CONTROL" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur:
(iA) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act Act, of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries subsidiaries, or any of its the employee benefit plans of the Company (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or
(ii) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iiiB) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, transfer or lease or other disposition of all or substantially all of the Company's properties and assets of the Company to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction merger which is effected solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares stock of the surviving Person or a direct or indirect parent Person.
(ii) Notwithstanding the provisions of Section 3.08(a)(i), the Company shall not be required to purchase the Securities of the surviving corporation. A "Continuing Director" shall mean:Holders upon a Change of Control pursuant to this Section 3.08 if the Sale Price per share of Common Stock for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the Change of Control or the public announcement of the Change of Control in the case of a Change of Control set forth under clause (A) of the definition of Change of Control above, or (y) ending immediately before the Change of Control in the case of a Change of Control set forth under clause (B) of the definition of Change of Control above, equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days.
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Samples: Indenture (Genesco Inc)
Purchase of Securities at Option of the Holder upon Change of Control. (a)
(1) If a Change of Control occurs (subject to certain exceptions set forth below), the Securities not previously purchased by the Company shall be purchased by the CompanyCompany for cash, at the option of the Holder thereof, at a purchase price equal to specified in Section 6 of the Issue Price of those Securities, plus accrued Original Issue Discount and accrued and unpaid Liquidated Damages, if any, on those Securities (the "Change of Control Purchase Price"), as of the date that is no later than 30 days after the date of a notice of Change of Control delivered by the Company pursuant to Section 3.7(b) (the "Change of Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c3.7(c). A "Change of Control" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur:
(i) the acquisition by any personPerson, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act Act, of beneficial ownership, directly or indirectly indirectly, through a purchase, merger or other acquisition transaction or series of purchasepurchases, merger mergers or other acquisition transactions, transactions of shares of the Capital Stock of the Company entitling that person Person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition)plans; or
(ii) the first day on which a majority of the members of the board of directors of the Company are does not consist of Continuing Directors; or or
(iii) the Company consolidates or merges with or into any other personPerson, any merger of another person Person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another personPerson, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which the holders of 50% or more of the total voting power of the Company's Capital Stock entitled to vote generally in elections of directors immediately prior to the transaction have the entitlement to exercise, directly or indirectly indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely merger primarily for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares stock of the surviving Person or a direct or indirect parent of the surviving corporation. A "Continuing Director" shall mean:entity.
Appears in 1 contract
Samples: Indenture (Artesyn Technologies Inc)
