Repurchase and Cancellation of Debentures. ... 26 3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control .......................... 26 3.2
Repurchase and Cancellation of Debentures. 26
3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control 26 3.2 Purchase of Debentures 29 3.3 Debentures Purchased in Part 29 3.4 Compliance with Applicable Securities Law upon Purchase of Debentures 29
Repurchase and Cancellation of Debentures. 3.1 Repurchase of Debentures at Option of the Holder upon a Change of Control
(a) Upon the occurrence of a Change of Control prior to the Maturity Date, each Holder of Debentures has the right to require the Corporation to:
(i) repurchase for cash all or such portion of the Debentures of such Holders equal to $1,000 principal amount (or an integral multiple thereof) which are Outstanding immediately prior to such Change of Control, at a price equal to 105% of the principal amount of the Debentures then Outstanding plus any accrued and unpaid interest thereon (the “Change of Control Repurchase Price”) on the Change of Control Repurchase Date (the “Repayment Offer”); or
(ii) if as a result of the Change of Control there is or will be a Successor Entity, subject to Applicable Law, exchange all or such portion of the Debentures of such Holders equal to $1,000 principal amount (or an integral multiple thereof) which are Outstanding immediately prior to such Change of Control into debentures of the Successor Entity (the “Exchanged Debentures”), with each $1,000 principal amount (or an integral multiple thereof) being exchanged for unsecured convertible debentures of the Successor Entity with a principal amount of $1,000 with interest, payment and maturity provisions that are economically equivalent to the Debentures (the “Exchange Offer” and together with the Repayment Offer, the “Change of Control Offer”), provided that if 90% or more of the principal amount of all of the Debentures then Outstanding on the date of the Change of Control Notice are tendered for redemption pursuant to the Repayment Offer, the Exchange Offer shall be deemed to be withdrawn and the Corporation shall have the right, at its option, at any time within 30 days of the Change of Control Repurchase Date of such Change of Control Offer, to elect to redeem all, but not less than all, of the remaining Debentures that are then Outstanding, at the Change of Control Repurchase Price of such Repayment Offer.
(b) As promptly as practicable following the date on which the Corporation announces the Change of Control, but in no event less than 30 days prior to the anticipated date of completion of a Change of Control, the Corporation shall mail a written notice of the Change of Control to the Trustee and to each Holder (and to beneficial Holders as required by Applicable Securities Laws) (the “Change of Control Notice”). The Change of Control Notice shall include the form of a Change of Control Repur...
Repurchase and Cancellation of Debentures. 37 Section 3.1 Redemption of Debentures..................................................................37 Section 3.2
Repurchase and Cancellation of Debentures. Repurchase of Debentures at Option of the Holder upon a Change of Control
Repurchase and Cancellation of Debentures
