Redemption Upon a Change of Control. 4.1.1 If a Change of Control Triggering Event occurs, unless the Issuers have exercised their right to redeem any Notes as described above, the Issuers will be required to make an offer to repurchase all, or any part (equal to $1,000.00 or an integral multiple thereof), of each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuers will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of repurchase (the “Change of Control Payment”).
4.1.2 Within 30 days following any Change of Control Triggering Event, the Issuers will be required to mail a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuers must comply with any securities laws and regulations that are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions herein, the Issuers will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions herein by virtue of such conflicts.
4.1.3 On the Change of Control Payment Date, the Issuers will be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate of each of the Issuers stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Issuers.
4.1.4 The Trustee will be required to promptly send a wire transfer comprising, or mail to each Holder of Notes who prope...
Redemption Upon a Change of Control. Upon the occurrence of a Change of Control and upon notice given as provided in Section 3.02(b), the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to redeem such Holder’s Notes in full at a redemption price in cash equal to 107.5% of such Note Balance thereof, plus accrued and unpaid interest to, but not including, the date of redemption. The Change of Control Offer will remain open for a period of at least 15 days following its commencement and not more than 30 days, except to the extent that a longer period is required by applicable law (the “Change of Control Offer Period”). No later than 30 Business Days after the termination of the Change of Control Offer Period, the Issuer will purchase all Notes tendered in response to the Change of Control Offer.
Redemption Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to redeem, in cash from legally available funds and provided that the Company is permitted to do so under the terms of any then-outstanding Indebtedness, Senior Stock or Parity Stock, all or any of its shares of Redeemable Convertible Preferred Stock, on the date that is 45 days after the Company Notice Date (as defined below) (the “CHANGE OF CONTROL PURCHASE DATE”) at a cash price per share equal to the sum of (A) (i) 110% of the then-effective Conversion Price multiplied by the number of shares of Common Stock into which one share of Redeemable Convertible Preferred Stock is then convertible under Section 7(a) above, if the average of the Volume Weighted Average Price for 30 consecutive Trading Days immediately prior to the Company Notice Date is equal to or less than the then-effective Conversion Price, or (ii) 100% of the then-effective Conversion Price multiplied by the number of shares of Common Stock into which one share of Redeemable Convertible Preferred Stock is then convertible under Section 7(a), if the average of the Volume Weighted Average Price for 30 consecutive Trading Days immediately prior to the Company Notice Date is greater than the then-effective Conversion Price, plus (B) an amount equal to all accrued and unpaid dividends on one share of Redeemable Convertible Preferred Stock, whether or not declared prior to the Change of Control Purchase Date, for the then-current dividend period until the Change of Control Purchase Date and all prior dividend periods (other than previously declared dividends on the Redeemable Convertible Preferred Stock payable to Holders of record as of a prior date) (such per-share sum, the “CHANGE OF CONTROL REDEMPTION PRICE”).
(b) In the event of a Change of Control, the Company must give notice of such Change of Control within 10 Trading Days after the effective date of the Change of Control (such date, being the “COMPANY NOTICE DATE”), by mail, to each Holder, at such Holder’s address as the same appears on the stock register of the Company or its Transfer Agent. Each such notice shall state (i) that a Change of Control has occurred and a description of the resulting redemption right; (ii) the Change of Control Redemption Price and the Change of Control Purchase Date; and (iii) instructions each Holder must follow to exercise its redemption right. For the avoidance of doubt, the Company’s failure to prov...
Redemption Upon a Change of Control. Optional redemption by the Company upon a change of control in whole or in part for $25 per share, plus accumulated but unpaid dividends (the “Redemption Right”). The circumstances that will constitute a “change of control” will be set forth in the documents governing the Series A Preferred Stock.
Redemption Upon a Change of Control. The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), the Registrar and the Fiscal Agent upon the occurrence of a Change in Control at the Special Event Redemption Price.
Redemption Upon a Change of Control. (i) If at any time while any 2025 Bond remains outstanding there occurs a Change of Control (as defined below) and (i) within the Change of Control Period a Rating Downgrade (as defined below) occurs as a result of such Change of Control or (ii) within the Potential Change of Control Period (as defined below) a Rating Downgrade occurs as a result of a Potential Change of Control or a Change of Control (each of (i) and (ii) a “Put Event”), the holder of each 2025 Bond will have the option (the “Put Option”) (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice to redeem the 2025 Bonds under Condition 5(b) (Redemption for taxation reasons)) to require the Issuer to redeem or, at the Issuer’s option, to procure the purchase of that 2025 Bond on the Optional Redemption Date (as defined below) at its principal amount together with (or where purchased, together with an amount equal to) interest accrued to but excluding the Optional Redemption Date.
Redemption Upon a Change of Control. The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), the Registrar and the Fiscal Agent upon the occurrence of a Change in Control at the Special Event Redemption Price. The Issuer intends that, prior to or concurrent with exercising its redemption right set out in this Condition 5(f), it will make an offer to all unsubordinated creditors, present and future, of the Issuer and all subordinated creditors of the Issuer other than those whose claims (whether only in the event of the Winding-up of the Issuer or otherwise) are in respect of Junior Obligations or Parity Obligations (the "Senior Creditors") to repurchase any current or future indebtedness of the Issuer to Senior Creditors, in the form of, or represented or evidenced by bonds, notes, debentures or other similar securities or instruments (or a guarantee thereof) which does not include protection for the holders thereof in the event of a change of control (however defined) (the "Relevant Securities") at the lower of (i) their market value or (ii) par plus accrued interest.
Redemption Upon a Change of Control. (i) If at any time while any 2024 Bond remains outstanding there occurs a Change of Control (as defined below) and (i) within the Change of Control Period a Rating Downgrade (as defined below) occurs as a result of such Change of Control or (ii) within the Potential Change of Control Period (as defined below) a Rating Downgrade occurs as a result of a Potential Change of Control or a Change of Control (each of (i) and (ii) a “Put Event”), the holder of each 2024 Bond will have the option (the “Put Option”) (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice to redeem the 2024 Bonds under Condition 5(b) (Redemption for taxation reasons)) to require the Issuer to redeem or, at the Issuer’s option, to procure the purchase of that 2024 Bond on the Optional Redemption Date (as defined below) at its principal amount together with (or where purchased, together with an amount equal to) interest accrued to but excluding the Optional Redemption Date. A “Change of Control” shall be deemed to have occurred at each time that any person or persons acting in concert (other than a Permitted Holding Company (as defined below) acting alone or in concert) comes(s) to own or acquire(s) such number of shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer.
Redemption Upon a Change of Control. Option Notice once given shall be irrevocable. The Issuer shall redeem or, at the option of the Issuer procure the purchase of, the 2024 Bonds in respect of which the Put Option has been validly exercised as provided above and subject to the delivery of the 2024 Bonds to any Paying Agent as described above on the date which is the fifth Business Day following the end of the Put Period (the “Optional Redemption Date”). Payment in respect of such 2024 Bonds will be made on the Optional Redemption Date by transfer to the bank account specified in the Put Option Notice and otherwise subject to the provisions of Condition 6 (Payments).
Redemption Upon a Change of Control. Upon occurrence of a Change of Control, any holder of Shares of Series A Preferred Stock shall have the right to elect to have all or any portion of its then outstanding Shares of Series A Preferred Stock redeemed for cash at the Series A Redemption Price by the Company or the surviving Person of such Change of Control. The Series A Redemption Price may, at the option of the Company, be paid in shares of Common Stock (valued at a price per share equal to the price to be paid in such Change of Control transaction). Any such Series A Redemption shall occur immediately prior to the consummation of such Change of Control. The Company shall not consummate any Change of Control unless immediately prior thereto the Company or the surviving Person of such Change of Control shall have paid the full Series A Redemption Price to all holders of Shares of Series A Preferred Stock who have elected to have their Shares redeemed pursuant to this Section 7.02.
