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. 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”).
Redemption Upon a Change of Control. (a) If a Change of Control occurs, each holder of the Notes will have the right to require the Company to repurchase all or any part (being not less than €100,000 or an integral multiple of €1,000 in excess thereof) of that holder’s Notes (a “Change of Control Offer”).
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. (i) If at any time while any 2029 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 2029 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 2029 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 2029 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 Relevant Redemption Price.
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. (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”).
Redemption Upon a Change of Control. (i) In the event there occurs a Change of Control, the Corporation shall offer to purchase from each holder of Convertible Preferred Stock all of the number of shares of Convertible Preferred Stock of such holder equal to the number of shares of Series A Preferred Stock the Corporation redeems from such holder under Section 4(c) of the Series A Certificate of Designations for an amount in respect of each share of Convertible Preferred Stock held by such holder equal to the Redemption Amount of such share of Convertible Preferred Stock, by delivery of a notice of such offer (a "Change of Control Redemption Offer") within ten Business Days following the Change of Control. In the event of a Change of Control, each holder of Convertible Preferred Stock shall have the right (but not the obligation) to require the Corporation to purchase such number of shares of Convertible Preferred Stock equal to the number of shares of Series A Preferred Stock the Corporation redeems from such holder under Section 4(c) of the Series A Certificate of Designations for an amount in respect of each share of Convertible Preferred Stock so purchasable equal to the Redemption Amount of such share of Convertible Preferred Stock as follows. If the Redemption Amount of each share under this Section 4(c) is equal to the Participating Redemption Amount rather than the Stated Value of such share, the Corporation shall pay the Redemption Amount by issuing to a holder for each share of Convertible Preferred Stock held by such holder a number of shares of Common Stock equal to the Stated Value divided by the Conversion Price. If the Redemption Amount under this Section 4(c) is equal to the Stated Value rather than Participating Redemption Amount or if such holder has elected to receive cash in respect of such holder's shares of Series A Preferred Stock pursuant to the last proviso of Section 4(c)(i) of the Series A Certificate of Designations, the Redemption Amount for each share of Convertible Preferred Stock shall be paid by (a) paying to the holder of such share of Convertible Preferred Stock an amount in cash equal to the Adjusted Value and (b) issuing to the holder of such share of Convertible Preferred Stock a number of shares of Common Stock equal to the quotient obtained by dividing (i) the excess of the Stated Value over the Adjusted Value by (ii) the Conversion Price. Shares of the Convertible Preferred Stock not redeemed pursuant to this Section 4(c)(ii) shall remain outstanding a...
Redemption Upon a Change of Control. Prior to the consummation of a Change of Control resulting from a Business Combination and within 30 days following the occurrence of any other Change of Control, the Company shall be obligated to offer to purchase all Notes then outstanding. The terms and conditions of such obligation (in addition to complying with Applicable Securities Laws) are set forth below:
