Common use of Reimbursement Offer Clause in Contracts

Reimbursement Offer. (a) In the event of a Reimbursement Event, the Issuers shall make an offer to holders of the Notes (a “Reimbursement Offer”) to purchase the Notes tendered pursuant to the Reimbursement Offer at a purchase price of 100% of their then outstanding principal amount plus accrued and unpaid interest to the date of the purchase, in accordance with the procedures set forth in Section 4.23(b). If the aggregate purchase price of the Notes tendered exceeds the Net Available Reimbursement Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. To the extent that the aggregate amount of Notes tendered is less than the Net Available Reimbursement Proceeds required to be used to make the Reimbursement Offer to the holders of Notes, the Company may use such excess Net Available Reimbursement Proceeds for any other purpose not prohibited by this Indenture. (b) Promptly, and in any event within 10 days after the Company becomes obligated to make a Reimbursement Offer pursuant to Section 4.23, the Company shall deliver to the Trustee and send, by first-class mail to each holder, a written notice stating that the holder may elect to have its Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.23(a) in the event the Reimbursement Offer is oversubscribed) in integral multiples of $1,000 principal amount, at the applicable purchase price set forth in Section 4.23(a). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Reimbursement Purchase Date”) and shall contain all instructions and materials necessary to tender Notes pursuant to the Reimbursement Offer, together with the information contained in clause (3). (1) Not later than the date upon which written notice of a Reimbursement Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officer’s Certificate as to the amount of the Reimbursement Offer (the “Reimbursement Offer Amount”). On the Reimbursement Purchase Date, the Company shall irrevocably deposit with the Trustee or with a Paying Agent in Temporary Cash Investments, maturing on the last day prior to the Reimbursement Purchase Date or on the Reimbursement Purchase Date if funds are immediately available by open of business, an amount equal to the Reimbursement Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Reimbursement Offer remains open (the “Reimbursement Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Reimbursement Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Reimbursement Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Reimbursement Offer Period for application in accordance with this Section 4.23. (2) Holders electing to have Notes purchased shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Reimbursement Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Reimbursement Purchase Date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Notes which were delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (3) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. Notes shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. (c) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.23, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder and this Section 4.23 by virtue of its compliance with such securities laws or regulations. Notwithstanding the foregoing, the Issuers shall not be required to make a Reimbursement Offer following a Reimbursement Event if a third party makes the Reimbursement Offer in a manner, at the times and otherwise in compliance with this Section 4.23.

Reimbursement Offer. (a) In the event of a Reimbursement Event, the Issuers shall make an offer to holders of the Notes (a “"Reimbursement Offer”") to purchase the Notes tendered pursuant to the Reimbursement Offer at a purchase price of 100% of their then outstanding principal amount plus accrued and unpaid interest to the date of the purchase, in accordance with the procedures set forth in Section 4.23(b). If the aggregate purchase price of the Notes tendered exceeds the Net Available Reimbursement Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. To the extent that the aggregate amount of Notes tendered is less than the Net Available Reimbursement Proceeds required to be used to make the Reimbursement Offer to the holders of Notes, the Company may use such excess Net Available Reimbursement Proceeds for any other purpose not prohibited by this Indenture. (b) Promptly, and in any event within 10 days after the Company becomes obligated to make a Reimbursement Offer pursuant to Section 4.23, the Company shall deliver to the Trustee and send, by first-class mail to each holder, a written notice stating that the holder may elect to have its Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.23(a) in the event the Reimbursement Offer is oversubscribed) in integral multiples of $1,000 principal amount, at the applicable purchase price set forth in Section 4.23(a). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Reimbursement Purchase Date”") and shall contain all instructions and materials necessary to tender Notes pursuant to the Reimbursement Offer, together with the information contained in clause (3). (1) Not later than the date upon which written notice of a Reimbursement Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officer’s 's Certificate as to the amount of the Reimbursement Offer (the “"Reimbursement Offer Amount”"). On the Reimbursement Purchase Date, the Company shall irrevocably deposit with the Trustee or with a Paying Agent in Temporary Cash Investments, maturing on the last day prior to the Reimbursement Purchase Date or on the Reimbursement Purchase Date if funds are immediately available by open of business, an amount equal to the Reimbursement Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Reimbursement Offer remains open (the “"Reimbursement Offer Period”"), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Reimbursement Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Reimbursement Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Reimbursement Offer Period for application in accordance with this Section 4.23. (2) Holders electing to have Notes purchased shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Reimbursement Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Reimbursement Purchase Date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Notes which were delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (3) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s 's Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. Notes shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. (c) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.23, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder and this Section 4.23 by virtue of its compliance with such securities laws or regulations. Notwithstanding the foregoing, the Issuers shall not be required to make a Reimbursement Offer following a Reimbursement Event if a third party makes the Reimbursement Offer in a manner, at the times and otherwise in compliance with this Section 4.23.

Reimbursement Offer. (a) In the event of a Reimbursement Event, the Issuers shall make an offer to holders of the Notes (a “Reimbursement Offer”) to purchase the Notes tendered pursuant to the Reimbursement Offer at a purchase price of 100% of their then outstanding principal amount plus accrued and unpaid interest to the date of the purchasepurchase (collectively, the “Reimbursement Purchase Price”), in accordance with the procedures set forth in Section 4.23(b). If the aggregate purchase price Reimbursement Purchase Price of the Notes tendered exceeds the Net Available Reimbursement Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis but basis, in round denominations, which in the case of the Notes will be minimum denominations of $1,000 principal amount or and multiples of $1,000 principal amount in excess thereof, in such principal amounts such that the aggregate Reimbursement Purchase Price of such Notes to be purchased is the maximum aggregate Reimbursement Purchase Price that can be obtained without exceeding the Net Available Reimbursement Proceeds applicable to such Reimbursement Offer. To the extent that the aggregate amount Reimbursement Purchase Price of Notes tendered required to be purchased pursuant to a Reimbursement Offer is less than the Net Available Reimbursement Proceeds required applicable to be used to make a Reimbursement Offer, the Trustee shall remit any Net Available Reimbursement Offer Proceeds in excess of such aggregate Reimbursement Purchase Price to the holders of NotesCompany, and the Company may use such excess Net Available Reimbursement Proceeds for any other purpose not prohibited by this Indenture. (b) Promptly, and in any event within 10 days after the Company becomes obligated to make a Reimbursement Offer pursuant to Section 4.23, the Company shall deliver to the Trustee and send, by first-class mail to each holder, a written notice stating that the holder may elect to have its Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.23(a) in the event the Reimbursement Offer is oversubscribed) in integral multiples of $1,000 principal amount, at the applicable purchase price Reimbursement Purchase Price set forth in Section 4.23(a). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Reimbursement Purchase Date”) and shall contain all instructions and materials necessary to tender Notes pursuant to the Reimbursement Offer, together with the information contained in clause (3). (1) Not later than the date upon which written notice of a Reimbursement Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officer’s Certificate as to the amount of the Reimbursement Offer (the “Reimbursement Offer Amount”). On the Reimbursement Purchase Date, the Company shall irrevocably deposit with the Trustee or with a Paying Agent in Temporary Cash Investments, maturing on the last day prior to the Reimbursement Purchase Date or on the Reimbursement Purchase Date if funds are immediately available by open of business, an amount equal to the Reimbursement Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Reimbursement Offer remains open (the “Reimbursement Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Reimbursement Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering holder in the amount of the purchase priceReimbursement Purchase Price. In the event that the aggregate purchase price Reimbursement Purchase Price of the Notes delivered by the Company to the Trustee is less than the Reimbursement Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Reimbursement Offer Period for application in accordance with this Section 4.23. (2) Holders electing to have Notes purchased shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Reimbursement Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Reimbursement Purchase Date, a facsimile transmission or a letter setting forth the name of the holder, the principal amount of the Notes which were delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (3) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. Notes shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. (c) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.23, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder and this Section 4.23 by virtue of its compliance with such securities laws or regulations. Notwithstanding the foregoing, the Issuers shall not be required to make a Reimbursement Offer following a Reimbursement Event if a third party makes the Reimbursement Offer in a manner, at the times and otherwise in compliance with this Section 4.23.

Reimbursement Offer. (a) In the event of a Reimbursement Event, the Issuers shall make an offer to holders of the Notes (a “"Reimbursement Offer”") to purchase the Notes tendered pursuant to the Reimbursement Offer at a purchase price of 100% of their then outstanding principal amount plus accrued and unpaid interest to the date of the purchasepurchase (collectively, the "Reimbursement Purchase Price"), in accordance with the procedures set forth in Section 4.23(b). If the aggregate purchase price Reimbursement Purchase Price of the Notes tendered exceeds the Net Available Reimbursement Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis but basis, in round denominations, which in the case of the Notes will be minimum denominations of $1,000 principal amount or and multiples of $1,000 principal amount in excess thereof, in such principal amounts such that the aggregate Reimbursement Purchase Price of such Notes to be purchased is the maximum aggregate Reimbursement Purchase Price that can be obtained without exceeding the Net Available Reimbursement Proceeds applicable to such Reimbursement Offer. To the extent that the aggregate amount Reimbursement Purchase Price of Notes tendered required to be purchased pursuant to a Reimbursement Offer is less than the Net Available Reimbursement Proceeds required applicable to be used to make a Reimbursement Offer, the Trustee shall remit any Net Available Reimbursement Offer Proceeds in excess of such aggregate Reimbursement Purchase Price to the holders of NotesCompany, and the Company may use such excess Net Available Reimbursement Proceeds for any other purpose not prohibited by this Indenture. (b) Promptly, and in any event within 10 days after the Company becomes obligated to make a Reimbursement Offer pursuant to Section 4.23, the Company shall deliver to the Trustee and send, by first-class mail to each holder, a written notice stating that the holder may elect to have its Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.23(a) in the event the Reimbursement Offer is oversubscribed) in integral multiples of $1,000 principal amount, at the applicable purchase price Reimbursement Purchase Price set forth in Section 4.23(a). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Reimbursement Purchase Date”") and shall contain all instructions and materials necessary to tender Notes pursuant to the Reimbursement Offer, together with the information contained in clause (3). (1) Not later than the date upon which written notice of a Reimbursement Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officer’s 's Certificate as to the amount of the Reimbursement Offer (the “"Reimbursement Offer Amount”"). On the Reimbursement Purchase Date, the Company shall irrevocably deposit with the Trustee or with a Paying Agent in Temporary Cash Investments, maturing on the last day prior to the Reimbursement Purchase Date or on the Reimbursement Purchase Date if funds are immediately available by open of business, an amount equal to the Reimbursement Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Reimbursement Offer remains open (the “"Reimbursement Offer Period”"), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Reimbursement Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering holder in the amount of the purchase priceReimbursement Purchase Price. In the event that the aggregate purchase price Reimbursement Purchase Price of the Notes delivered by the Company to the Trustee is less than the Reimbursement Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Reimbursement Offer Period for application in accordance with this Section 4.23. (2) Holders electing to have Notes purchased shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Reimbursement Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Reimbursement Purchase Date, a facsimile transmission or a letter setting forth the name of the holder, the principal amount of the Notes which were delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (3) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s 's Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. Notes shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. (c) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.23, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder and this Section 4.23 by virtue of its compliance with such securities laws or regulations. Notwithstanding the foregoing, the Issuers shall not be required to make a Reimbursement Offer following a Reimbursement Event if a third party makes the Reimbursement Offer in a manner, at the times and otherwise in compliance with this Section 4.23.