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 properly tendered Notes, the purchase price for such Notes and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000.00 or an integral multiple thereof. 4.1.5 The Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer that would be required to be made by the Issuers in connection with a Change of Control Triggering Event, and such Person purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 8 contracts
Samples: Tenth Supplemental Indenture (Brookfield Infrastructure Partners L.P.), Thirteenth Supplemental Indenture (Brookfield Infrastructure Partners L.P.), Supplemental Indenture (Brookfield Infrastructure Partners L.P.)
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 its 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 properly tendered Notes, the purchase price for such Notes and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000.00 or an integral multiple thereof.
4.1.5 The Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer that would be required to be made by the Issuers in connection with a Change of Control Triggering Event, and such Person purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 4 contracts
Samples: Third Supplemental Indenture (Brookfield Infrastructure Partners L.P.), Fourth Supplemental Indenture (Brookfield Infrastructure Partners L.P.), Second Supplemental Indenture (Brookfield Infrastructure Partners L.P.)
Redemption Upon a Change of Control. 4.1.1 (a) If a Change of Control Triggering Event occurs, unless each holder of the Issuers Notes will have exercised their the right to redeem any Notes as described above, require the Issuers will be required to make an offer Company to repurchase all, all or any part (equal to $1,000.00 being not less than €100,000 or an integral multiple of €1,000 in excess thereof), ) of each Holderthat holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”).
(b) on the terms set forth herein. In the Change of Control Offer, the Issuers Company will be required to offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchasedrepurchased to, to but excluding, the date of repurchase (the “Change of Control Payment”).
4.1.2 , subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following the occurrence of any Change of Control Triggering EventControl, the Issuers Company will be required to mail give a notice to Holders each holder of Notesthe Notes in accordance with Article 19, with stating that a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer is being made and offering to repurchase the Notes on the date (the “Change of Control Payment Date”) specified in the such 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”)delivered, pursuant to the procedures required herein by this Agreement and described in such notice. The Issuers must Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations that to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereinof this Agreement, the Issuers Company will be required to comply with the any applicable securities laws and regulations regulations; will extend the Change of Control Offer to those holders of Notes to which it may lawfully do so; and will not be deemed to have breached their its obligations under the Change of Control provisions herein this Agreement by virtue of such conflictscompliance.
4.1.3 (c) On the Change of Control Payment Date, the Issuers will be requiredCompany will, 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
(iiiii) deliver or cause to be delivered to the Trustee Agent 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 purchased by the IssuersCompany.
4.1.4 The Trustee will be required (d) With respect to promptly send a wire transfer comprising, or mail to each Holder holder that does not tender all its Notes in a Change of Notes who properly tendered NotesControl Offer, the purchase price for such Notes and the Trustee Company will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder issue a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note . To the extent required by law or listing requirements, the Company will be in a principal amount publicly announce the results of $1,000.00 the Change of Control Offer on or an integral multiple thereofas soon as practicable after the Change of Control Payment Date.
4.1.5 (e) If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.
(f) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer that would be required set forth in this Section 8.4 applicable to be made by the Issuers in connection with a Change of Control Triggering Event, Offer made by the Company and such Person purchases all Notes properly tendered and not withdrawn under its offerthe Change of Control Offer; or (2) a notice of redemption has been given pursuant to Section 8.2 or Section 8.3 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 2 contracts
Samples: Note Issuance Facility Agreement (Atlantica Yield PLC), Note Issuance Facility Agreement (Atlantica Yield PLC)
Redemption Upon a Change of Control. 4.1.1 (a) If a Change of Control Triggering Event occurs, unless each holder of the Issuers Notes will have exercised their the right to redeem any Notes as described above, require the Issuers will be required to make an offer Company to repurchase all, all or any part (equal to $1,000.00 being not less than €100,000 or an integral multiple of €1,000 in excess thereof), ) of each Holderthat holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”).
(b) on the terms set forth herein. In the Change of Control Offer, the Issuers Company will be required to offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchasedrepurchased to, to but excluding, the date of repurchase (the “Change of Control Payment”).
4.1.2 , subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following the occurrence of any Change of Control Triggering EventControl, the Issuers Company will be required to mail give a notice to Holders each holder of Notesthe Notes in accordance with Article 19, with stating that a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event Offer is being made and offering to repurchase the Notes on the date (the “Change of Control Payment Date”) specified in the such 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”)delivered, pursuant to the procedures required herein by this Agreement and described in such notice. The Issuers must Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations that to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereinof this Agreement, the Issuers Company will be required to comply with the any applicable securities laws and regulations regulations; will extend the Change of Control Offer to those holders of Notes to which it may lawfully do so; and will not be deemed to have breached their its obligations under the Change of Control provisions herein this Agreement by virtue of such conflictscompliance.
4.1.3 (c) On the Change of Control Payment Date, the Issuers will be requiredCompany will, 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
(iiiii) deliver or cause to be delivered to the Trustee Agent 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 purchased by the IssuersCompany.
4.1.4 The Trustee will be required (d) With respect to promptly send a wire transfer comprising, or mail to each Holder holder that does not tender all its Notes in a Change of Notes who properly tendered NotesControl Offer, the purchase price for such Notes and the Trustee Company will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder issue a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note . To the extent required by law or listing requirements, the Company will be in a principal amount publicly announce the results of $1,000.00 the Change of Control Offer on or an integral multiple thereofas soon as practicable after the Change of Control Payment Date.
4.1.5 (e) If the Change of Control Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.
(f) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer that would be required set forth in this Section 8.4 applicable to be made by the Issuers in connection with a Change of Control Triggering Event, Offer made by the Company and such Person purchases all Notes properly tendered and not withdrawn under its offerthe Change of Control Offer; or (2) a notice of redemption has been given pursuant to Section 8.2 or Section 8.3 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Note Issuance Facility Agreement (Atlantica Sustainable Infrastructure PLC)
Redemption Upon a Change of Control. 4.1.1 If Prior to the consummation of a Change of Control Triggering Event occurs, unless resulting from a Business Combination and within 30 days following the Issuers have exercised their right to redeem occurrence of any Notes as described aboveother Change of Control, the Issuers will Company shall be required obligated to make an offer to repurchase all, or any part purchase all Notes then outstanding. The terms and conditions of such obligation (equal in addition to $1,000.00 or an integral multiple thereof), of each Holder’s Notes pursuant complying with Applicable Securities Laws) are set forth below:
(1) At least 10 days prior to the offer described below (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 deliver to the Trustee a notice in writing stating that there is expected to be or has been a Change of Control and specifying the date on which such Change of Control is expected to occur or has occurred and the circumstances or events giving rise to such Change of Control together with a cash offer in writing (the "Note Offer”") on to purchase all (or any portion actually tendered to such offer) of the terms set forth herein. In Notes then outstanding from the Holders at a price per Note equal to 101% of the principal amount of Notes being repurchased together with accrued and unpaid interest thereon up to but not including the Change of Control OfferPurchase Date (as defined below) (the "Offer Price"). The Trustee will promptly thereafter deliver, electronically or by prepaid courier or mail, at the Company's election, the Issuers Note Offer to the holders of all Notes then outstanding, at their electronic or physical addresses, as applicable, appearing in the registers of holders of Notes maintained by the Trustee.
(2) The Note Offer shall specify the date (the "Expiry Date") and time (the "Expiry Time") on which the Note Offer shall expire which date and time shall not, unless otherwise required by Applicable Securities Laws, be earlier than the close of business on the 10th day and not later than the close of business on the 60th day following the date on which such Note Offer is made.
(3) The Note Offer shall specify that the Note Offer may be accepted by the Holders by tendering the Notes so held by them to the Trustee at its offices in Calgary, Alberta at or before the Expiry Time together with an acceptance notice in form and substance acceptable to the Trustee.
(4) The Note Offer shall specify that acceptance thereof is irrevocable except with the consent of the Company.
(5) The Note Offer shall state that holders of Notes may accept the Note Offer in respect of all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Notes.
(6) The Note Offer shall specify a date (the "Change of Control Purchase Date") no later than the third Business Day following the Expiry Date on which the Company shall take up and pay for all Notes duly tendered in acceptance of the Note Offer.
(7) The Company shall, on or before 11:00 a.m. (Calgary time), on the Business Day immediately prior to the Change of Control Purchase Date pay to the Trustee by wire transfer or such other means as may be acceptable to the Trustee, an amount of money sufficient to pay the aggregate Offer Price in respect of all Notes duly tendered to the Note Offer (less any tax required by law to be deducted). The Trustee, on behalf of the Company, will be required pay the Offer Price to offer payment the holders of Notes in cash equal the respective amounts to 101which they are entitled in accordance with the Note Offer as aforesaid.
(8) If holders of 90% or more of the aggregate principal amount of Notes repurchased plus accrued outstanding on the date the Company delivers the Note Offer to the Trustee (other than Notes held at such date by or on behalf of the Company, associates or Affiliates of the Company or anyone acting jointly or in concert with the Company) accept the Note Offer, the Company shall have the right (the "90% Redemption Right"), upon written notice (the "90% Redemption Right Notice") provided to the Trustee within ten Business Days following the Expiry Date, to redeem on the purchase date specified in the 90% Redemption Right Notice all the Notes remaining outstanding at the Offer Price and unpaid on the other terms and conditions provided herein. Upon receipt of such notice by the Trustee, the Trustee shall promptly provide written notice to each Holder of outstanding Notes (other than those that have accepted the Note Offer) that:
(i) the Company has exercised the 90% Redemption Right and is purchasing all outstanding Notes effective as at the Change of Control Purchase Date at the Offer Price;
(ii) such Holder must surrender its Notes to the Trustee on the same terms as those holders that accepted the Note Offer within ten days after the sending of such notice; and
(iii) the rights of such holder under the terms of the Notes and this Indenture shall cease to be effective as of the Change of Control Purchase Date provided the Company has, on or before the date on which the Company delivers the 90% Redemption Right Notice to the Trustee, paid the aggregate Offer Price to, or to the order of, the Trustee and thereafter such Hxxxxx's Notes shall not be considered to be outstanding and such holder shall not have any rights hereunder except to receive such Offer Price to which such holder is entitled upon surrender and delivery of such Hxxxxx's Notes in accordance with the Indenture.
(9) The Company shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the date on which the Company delivers the 90% Redemption Right Notice pay to the Trustee by wire transfer or such other means as may be acceptable to the Trustee an amount of money sufficient to pay the aggregate Offer Price in respect of all Notes to be redeemed pursuant to the 90% Redemption Right (less any tax required by law to be deducted). The Trustee, on behalf of the Company, will pay the Offer Price to the holders of Notes in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such Holders' Notes.
(10) The Notes in respect of which the Company has made payment to the Trustee in accordance with the terms of this Section 3.07 (or the portion thereof tendered in acceptance of the Note Offer) shall thereafter no longer be considered to be outstanding under this Indenture. The Company shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with the Note Offer and the exercise of the 90% Redemption Right, if applicable. All Notes in respect of which payment of the Offer Price has been so made shall be cancelled by the Trustee.
(11) In the event only a portion of the principal amount of an Note is tendered by a Holder thereof in acceptance of the Note Offer, the Company shall execute and deliver to the Trustee and the Trustee shall certify and deliver to the holder, without charge to such holder, a certificate (if applicable) or such other evidence of ownership representing the principal amount of the Note not so tendered in acceptance of the Note Offer.
(12) Notes for which Holders have accepted the Note Offer in accordance with this Section 3.07 shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Notes, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase the Notes shall have been deposited as provided in this Section 3.07 and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Notes shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.
(13) In case the holder of any Note to be purchased in accordance with this Section 3.07 shall fail on or before the Change of Control Purchase Date to so surrender such Holder's Note or shall not within such time accept payment of the monies payable, or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Noteholder shall have no other right except to receive payment of the monies so paid and deposited, or both, upon surrender and delivery of such Hxxxxx's Note. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal or interest, if any, on the Notes repurchased, to the date issued hereunder shall remain so deposited for a period 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 three years less a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute day from the Change of Control Triggering Event Purchase Date (the "Unclaimed Funds Return Date"), then such monies together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Company and offering the Trustee shall not be responsible to repurchase Noteholders for any amounts owing to them. Notwithstanding the Notes on foregoing, the Trustee will pay to the Company any remaining funds deposited hereunder prior to the Business Day immediately preceding the Unclaimed Funds Return Date upon receipt from the Company or one of its Subsidiaries of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Company prior to the Unclaimed Funds Return Date, the Company shall reimburse the Trustee for any amounts required to be paid by the Trustee to a Holder of a Note pursuant to the Note Offer after the date specified of such payment of the remaining funds to the Company but prior to the Unclaimed Funds Return Date.
(14) Subject to the provisions above related to Notes purchased in part, all Notes paid under this Section 3.07 shall forthwith be delivered to the notice, which date will be no earlier than 30 days Trustee and cancelled and no later than 60 days from Notes shall be issued in substitution therefor.
(15) If the date such notice is mailed (the “Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date”), pursuant the accrued and unpaid interest on the Notes, if any, will be paid only to the procedures required herein and described Person in whose name the Note is registered at the close of business on such notice. The Issuers must comply with any securities laws and regulations that are applicable in connection with Record Date.
(16) A Note Offer made prior to the repurchase of the Notes as a result occurrence of a Change of Control Triggering Event. To resulting from a Business Combination may be contingent on 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 completion of the Issuers stating the aggregate principal amount of Notes or portions of Notes being repurchased by the IssuersBusiness Combination.
4.1.4 The Trustee will be required to promptly send a wire transfer comprising, or mail to each Holder of Notes who properly tendered Notes, the purchase price for such Notes and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000.00 or an integral multiple thereof.
4.1.5 The Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer that would be required to be made by the Issuers in connection with a Change of Control Triggering Event, and such Person purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Indenture (Medicus Pharma Ltd.)
Redemption Upon a Change of Control. 4.1.1 (a) 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 occurs with respect to the offer described below (the “Change Depositor, each Holder of Control Offer”) on the terms set forth herein. In Preferred Securities that remain Outstanding after the Change of Control Offerwill have the right to require the Trust to redeem all or any part of such Holder's Outstanding Preferred Securities at the Company Redemption Price, and the Issuers Trust will be required then require the Depositor to offer payment in cash redeem Debentures with an aggregate principal amount equal to 101the aggregate Liquidation Preference of the Preferred Securities whose Holders have requested redemption pursuant to this Section 4.04.
(b) Holders of the Preferred Securities will not have the right set forth in paragraph (a) above if:
(i) the Sale Price per share of the Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement thereof (in the case of a Change of Control under paragraph (a) of the definition of "Change of Control" in Section 1.01) or the period of 10 consecutive Trading Days ending immediately before the Change of Control (in the case of a Change of Control under paragraph (b), (c) or (d) of the definition of "Change of Control" in Section 1.01) shall equal or exceed 105% of the aggregate principal amount Conversion Price, as then adjusted, immediately after the later of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of repurchase (the “Change of Control Payment”)and the public announcement thereof; or
(ii) at least 95% of the consideration in the Change of Control transaction consists of Capital Stock (as defined in the Indenture) traded on a U.S. national securities exchange or quoted on the Nasdaq National Market, and as a result of the transaction, the Preferred Securities become convertible solely into this Capital Stock.
4.1.2 (c) Within 30 days following any Change of Control Triggering EventControl, the Issuers will be required to Property Trustee, at the written direction of the Depositor or the Administrative Trustees and at the expense of the Depositor, shall mail a notice to Holders each Holder of Notes, with Trust Securities stating:
(i) that a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event has occurred and offering to repurchase a description of the Notes on offer of redemption;
(ii) the date specified in the notice, Redemption Date (which date will shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (of the “Change of Control Payment Date”Control); and
(iii) the instructions determined by the Depositor, pursuant consistent with this Section 4.04, that a Holder must follow in order to the procedures required herein and described in such notice. have its Preferred Securities redeemed.
(d) The Issuers must Depositor shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations that to the extent those laws and regulations are applicable in connection with the repurchase redemption of the Notes Preferred Securities as a result of a Change of Control Triggering Eventwith respect to the Depositor. To the extent that the provisions of any securities laws or regulations conflict with any of the Change provisions of Control provisions hereinthis Section 4.04, the Issuers Depositor will be required to comply with the applicable securities laws and regulations and will not be deemed not to have breached their its obligations under the Change of Control provisions herein by virtue of such conflictsthis Section 4.04.
4.1.3 On the Change of Control Payment Date, the Issuers will be required, to the extent lawful, to:
(ie) 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 A Holder of Notes who properly tendered Notes, the purchase price for Preferred Securities may exercise its right to redeem such Notes and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000.00 or an integral multiple thereof.
4.1.5 The Issuers will not be required to make Preferred Securities following a Change of Control Offer upon by delivering to the Conversion Agent and the Depositor, within three Business Days prior to the Redemption Date, a Notice of Election of Redemption Upon a Change of Control Triggering Event if another Person makes such an offer in the manner, at form of Exhibit D hereto and directing the times and otherwise in compliance with Conversion Agent to (i) exchange such Preferred Security for a Like Amount of the requirements for an offer that would be required to be made Debentures held by the Issuers Trust and (ii) tender such Debentures, on behalf of such Holder of Preferred Securities, to the Depositor for redemption pursuant to the Indenture, and, if such Preferred Securities are in connection with certificated form, surrendering such Preferred Securities, duly endorsed or assigned to the Depositor or in blank. The Conversion Agent shall notify the Property Trustee in writing of the Holder's election, following a Change of Control Triggering EventControl, to exchange Preferred Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, following receipt of such Person purchases all Notes properly tendered notice and not withdrawn under its offerprior to the Redemption Date, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section 4.
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