Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof, on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Date, plus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Price.
Appears in 1 contract
Samples: Indenture Agreement (Oatly Group AB)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations a multiple of US$1.00 $1,000 principal amount and integral multiples of US$1.00 in excess thereofamount, for cash on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or and not more than 35 thirty five (35) Business Days following after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any together with accrued and unpaid interest through interest, including unpaid Additional Interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee If such Fundamental Change Repurchase Date falls after a record date for the payment of interest or Additional Interest and any other Conversion Agenton or prior to the corresponding Interest Payment Date, Paying Agent the Company shall instead pay the full amount of accrued and unpaid interest, including accrued and unpaid Additional Interest, if any, payable on such Interest Payment Date to the holder of record on the close of business on the corresponding record date. Notwithstanding the foregoing, a Noteholder shall not have the right to require the Company to repurchase its Notes upon a Fundamental Change set forth in clause (ii) of the definition thereof where the consideration (excluding cash payments for fractional shares) in the transaction or any other agent appointed for such purposes) shall have no responsibility to determine event constituting the Fundamental Change Repurchase Price.consists solely of securities that are traded on a national securities exchange or quoted on the Nasdaq National Market or will be so traded or quoted when issued in connection with such Fundamental Change. Repurchases of Notes under this Section 16.02 shall be made, at the option of the holder thereof, upon:
Appears in 1 contract
Samples: Encore Capital Group Inc
Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal 15.02(Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof, on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Date, plus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, Rate multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Price.
Appears in 1 contract
Samples: Indenture Agreement (Oatly Group AB)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, then each Holder Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, Notes or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations a multiple of US$1.00 $1,000 principal amount and integral multiples amount, for cash on or after the Close of US$1.00 in excess thereof, Business on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or twenty (20) calendar days and not more than 35 Business Days following thirty-five (35) calendar days after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any together with accrued and unpaid interest through thereon (including Additional Interest and Filing Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase DateDate plus, plus if the Fundamental Change constitutes a Non-Stock Change of Control and without duplication of the foregoing amounts, an amount in cash, referred to as the “Cash Acquisition Interest Make-Whole Amount and (ii) an amount in cash equivalent Amount”, equal to the amount calculated pursuant to clause present value of all remaining interest payments on such Notes through and including the Maturity Date (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase pricecollectively, the “Fundamental Change Repurchase Price”). The Trustee present value of the remaining interest payments will be computed using a discount rate equal to 6.25%. In lieu of paying the Cash Acquisition Interest Make-Whole Amount in cash, to the extent permitted by applicable Commission interpretations and any other Conversion Agentguidance as determined by the Company, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility the Company may deliver a number of shares equal to determine the Cash Acquisition Interest Make-Whole Amount divided by the Stock Price. Notwithstanding the foregoing, if the Fundamental Change Repurchase Price.Date is after a Record Date and on or prior to the corresponding Interest Payment Date, the accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) will be paid on the Fundamental Change Repurchase Date to the Holder of record on the Record Date. Repurchases of Notes under this Section 11.01 shall be made, at the option of the Holder thereof, upon:
Appears in 1 contract
Samples: Prospect Capital Corp
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Dateinterest, if any, plus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Priceany remaining amounts that would be owed to, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and includingbut excluding, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice Maturity Date (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:
Appears in 1 contract
Samples: BigBear.ai Holdings, Inc.
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 14.03 that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100103.0% of the principal amount Accreted Principal Amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Dateinterest, plus the Make-Whole Amount and if any (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 103.0% of the Accreted Principal Amount of Notes to be repurchased pursuant to this Article 14. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law. If the Effective Date of a Make-Whole Fundamental Change occurs on or after [●], 2025, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall pay such Holder, in addition to delivering the relevant number of Ordinary Shares pursuant to such conversion, an amount equal to the interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the thirty-fifth (35th) Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).
Appears in 1 contract
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or a multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the close of business on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date of this Indenture. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance 79
Appears in 1 contract
Samples: Indenture (Five9, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations a multiple of US$1.00 $1,000 principal amount and integral multiples of US$1.00 in excess thereofamount, for cash on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or and not more than 35 thirty-five (35) Business Days following after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any together with accrued and unpaid interest through (including Additional Interest, if any) thereon to, but excluding, the Fundamental Change Repurchase DateDate (unless the Fundamental Change Repurchase Date is between a regular record date and the corresponding Interest Payment Date to which it relates, plus in which case, the Make-Whole Amount Company will pay the full amount of accrued and unpaid interest (iiincluding Additional Interest, if any) an amount in cash equivalent payable on such Interest Payment Date to the amount calculated pursuant to clause Noteholders of record at the close of business on the corresponding regular record date) (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). Any Notes purchased by the Company shall be paid in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the definition of “Fundamental Change” shall not constitute a Fundamental Change, however, if at least 90% of the consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted on any of The Trustee and any other Conversion AgentNew York Stock Exchange, Paying Agent The NASDAQ Global Select Market or The NASDAQ Global Market (or any other agent appointed of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In addition, no Notes may be repurchased by the Company at the option of the holders on a Fundamental Change Repurchase Date if the principal amount of the Notes has been accelerated, and such purposes) shall have no responsibility acceleration has not been rescinded, on or prior to determine the Fundamental Change Repurchase Price.Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). Repurchases of Notes under this Section 14.01 shall be made, at the option of the holder thereof, upon:
Appears in 1 contract
Samples: Forest City Enterprises Inc
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or any integral multiple of US$1.00 principal amount and integral multiples of US$$1.00 in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereofCapitalized Principal Amount of such Notes, in each case, plus any accrued and unpaid interest through thereon that has not been paid or capitalized to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay in cash at the Cash Interest Rate the full amount of accrued interest that has not been paid or capitalized (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date (notwithstanding any prior election (or deemed election) by the Company to pay such interest pursuant to the Capitalization Method), and the Fundamental Change Repurchase Price shall be equal to 100% of the Capitalized Principal Amount of such Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of this Indenture.
Appears in 1 contract
Samples: Execution Agreement (View, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiples of US$1.00 multiple in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Section 15.02; provided, that each Holder’s right under this Section 15.02 shall be subject, for so long as the Magnetar Obligations are outstanding, to the restrictions on the Company’s repurchase contained in the Magnetar Note Issuance Agreement. The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date hereof. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental
Appears in 1 contract
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiples of US$1.00 multiple in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Section 15.02. The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the Restatement Date. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail. Each Fundamental Change Company Notice shall specify:
Appears in 1 contract
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or a multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice (provided that the Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: 73
Appears in 1 contract
Samples: Neogenomics Inc
Repurchase at Option of Holders Upon a Fundamental Change. If Subject to Section 15.02(f), if a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the close of business on such Regular Record Date on, or at the Company’s election, before, such Interest Payment Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s applicable procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable procedures of the Depositary, in each case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Physical Notes to be repurchased shall state:
Appears in 1 contract
Samples: Designated Board Observer Agreement (Complete Solaria, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations a multiple of US$1.00 $1,000 principal amount and integral multiples of US$1.00 in excess thereofamount, for cash on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or and not more than 35 thirty-five (35) Business Days following after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any together with accrued and unpaid interest through (including Additional Interest, if any) thereon to, but excluding, the Fundamental Change Repurchase DateDate (unless the Fundamental Change Repurchase Date is between a regular record date and the corresponding Interest Payment Date to which it relates, plus in which case, the Make-Whole Amount Company will pay the full amount of accrued and unpaid interest (iiincluding Additional Interest, if any) an amount in cash equivalent payable on such Interest Payment Date to the amount calculated pursuant to clause Noteholders of record at the close of business on the corresponding regular record date) (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). Any Notes purchased by the Company shall be paid in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the definition of “Fundamental Change” shall not constitute a Fundamental Change, however, if at least 90% of the consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted on any of The Trustee and any other Conversion AgentNew York Stock Exchange, Paying Agent The NASDAQ Global Select Market or The NASDAQ Global Market (or any other agent appointed of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In addition, no Notes may be repurchased by the Company at the option of the holders on a Fundamental Change Repurchase Date if the principal amount of the Notes has been accelerated, and such purposes) shall have no responsibility acceleration has not been rescinded, on or prior to determine the Fundamental Change Repurchase PriceDate (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes).
Appears in 1 contract
Samples: Forest City Enterprises Inc
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 15.03 that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase DateDate (“Accrued Interest”) plus all unpaid interest from the Fundamental Change Repurchase Date to, plus but excluding, the Maturity Date (the “Make-Whole Amount and Interest Payment”) (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase pricetogether, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of the Accrued Interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased plus the Make- Whole Interest Payment pursuant to this Article 15. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and
Appears in 1 contract
Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal 15.02(Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof, on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Date, plus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, Price multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Price.
Appears in 1 contract
Samples: Indenture Agreement (Oatly Group AB)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in equal to minimum denominations of US$1.00 principal amount and $1,000 or an integral multiples multiple of US$1.00 $1,000 in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15; provided that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02.
Appears in 1 contract
Samples: Indenture (Upstart Holdings, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15 [Repurchase of Notes at Option of Holders]. (b) Repurchases of Notes under this Section 15.02 [Repurchase at Option of Holders Upon a Fundamental Change] shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (iii) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (iv) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (v) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; 74
Appears in 1 contract
Samples: Indenture (Evolent Health, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in equal to minimum denominations of US$1.00 principal amount and $1,000 or an integral multiples multiple of US$1.00 $1,000 in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through Special Interest thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Special Interest Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid Special Interest to Holders of record as of such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15; provided that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02.
Appears in 1 contract
Samples: Indenture (Sunrun Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in equal to minimum denominations of US$1.00 principal amount and $1,000 or an integral multiples multiple of US$1.00 $1,000 in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article XV; provided that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Section 15.02.
Appears in 1 contract
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to a minimum of US$1.00 $1,000 principal amount and integral multiples or a multiple of US$1.00 $1,000 in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase Price.Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with 77
Appears in 1 contract
Samples: Eagle Bulk Shipping Inc.
Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all or any portion of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal Notes such that the remaining principal amount of Fundamental Change Repurchase Notice) each Note that is not repurchased in denominations full equals $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 $1,000 in excess thereof, on the Business Day a date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of on which the Company delivers the Fundamental Change Company Notice Notice, at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee ; provided, however, that if the Company repurchases a Note on a Fundamental Change Repurchase Date that is after a Regular Record Date and any other Conversion Agenton or prior to the Interest Payment Date corresponding to such Regular Record Date, Paying Agent (or any other agent appointed for the Company shall instead pay the full amount of such purposes) shall have no responsibility accrued and unpaid interest on such Note on the Interest Payment Date to determine the Holder of record of such Note as of such Regular Record Date and the Fundamental Change Repurchase PricePrice shall then be equal to 100% of the principal amount of the Note the Company repurchases on such Fundamental Change Repurchase Date; provided, further, that the Fundamental Change Repurchase Date may be postponed to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof. Notwithstanding the foregoing, there shall be no repurchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with the Applicable Procedures, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
Samples: Lumentum Holdings Inc.
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice (with such Fundamental Change Repurchase Date being subject to postponement by a number of days by which the Company’s Fundamental Change Repurchase Notice is delivered to Holders beyond the deadline set forth in Section 14.01(c)), at a repurchase price (the “Fundamental Change Repurchase Price”) equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date (unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date), plus plus, if the Fundamental Change constitutes a Make-Whole Fundamental Change and without duplication of the foregoing amounts, an amount in cash (the “Make-Whole Amount”) equal to the present value of all remaining interest payments on the Notes through and including the Maturity Date. The present value of the remaining interest payments will be computed using a discount rate equal to 2.25%. In lieu of paying the Make-Whole Amount and (ii) an amount in cash equivalent cash, to the amount calculated pursuant extent permitted by applicable Commission interpretations and guidance as determined by the Company and by the rules of the NASDAQ Global Select Market, the Company may deliver a number of shares equal to clause (i) the Make-Whole Amount divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Stock Price.
Appears in 1 contract
Samples: Indenture (Kohlberg Capital CORP)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, then each Holder Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, Notes or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations a multiple of US$1.00 $1,000 principal amount and integral multiples amount, for cash on or after the Close of US$1.00 in excess thereof, Business on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or twenty (20) calendar days and not more than 35 Business Days following thirty-five (35) calendar days after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any together with accrued and unpaid interest through thereon (including Filing Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase pricecollectively, the “Fundamental Change Repurchase Price”). Notwithstanding the foregoing, if the Fundamental Change Repurchase Date is after a Record Date and on or prior to the corresponding Interest Payment Date, the accrued and unpaid interest (including Filing Additional Interest, if any) will be paid on the Fundamental Change Repurchase Date to the Holder of record on the Record Date. Repurchases of Notes under this Section 11.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note at any time prior the Close of Business on the Fundamental Change Repurchase Date; and (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 11.02 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice shall state: (A) if certificated, the certificate numbers of Notes to be delivered for repurchase; (B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; and (D) if such Fundamental Change Repurchase Notice is delivered prior to the occurrence of a Fundamental Change pursuant to a definitive agreement giving rise to a Fundamental Change, that the Holder acknowledges that the Company’s offer is conditioned on the occurrence of such Fundamental Change. provided, however, that if the Notes are not in certificated form, the Fundamental Change Repurchase Notice must comply with Applicable Procedures. Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Note. The Trustee and any (or other Conversion Agent, Paying Agent (or any other agent appointed for such purposesby the Company) shall have no responsibility promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 11.02(c). Any Note that is to determine be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered. (b) On or before the fifth (5th) calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the Notes as of the date of the Fundamental Change Company Notice at their addresses shown in the Note Register (and to beneficial owners to the extent required by applicable law) and the Trustee and Paying Agent a written notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at such time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) that the Holder must exercise the repurchase right prior to the Close of Business on the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price.; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and (ix) the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 11.02. (c) A Fundamental Change Repurchase Notice may be withdrawn by delivering a written notice of withdrawal to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the Close of Business on the Fundamental Change Repurchase Date, specifying: (i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; (ii) the principal amount, if any, of such Notes that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (iii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; provided, however, that if the Notes are not in certificated form, the notice must comply with Applicable Procedures. The Paying Agent will promptly return to the respective Holders thereof any certificated Notes with respect to which a Fundamental Change Repurchase Notice has been withdrawn in compliance with the provisions of this Section 11.02(c). If the Notes are not in certificated form, such return must comply with the appropriate procedures of the Depositary. If a Fundamental Change Repurchase Notice is given and then subsequently withdrawn in accordance with this Section 11.02(c), then the Company shall not be obligated to repurchase any Notes listed in such Fundamental Change Repurchase Notice. (d) On or prior to 1:00 p.m. (local time in The City of New York) on the Business Day following the Fundamental Change Repurchase Date, the Company will deposit with the Trustee (or other Paying Agent appointed by the Company) or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust in accordance with the Indenture an amount of money or securities sufficient to repurchase as of the Fundamental Change Repurchase Date all of the Notes to be repurchased as of such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company and subject to extension if necessary to comply with the provisions of the Investment Company Act of 1940), payment for Notes surrendered for repurchase (and not withdrawn) prior to the Close of Business on the Fundamental Change Repurchase Date will be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 11.02), and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 11.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register (in the case of certificated Notes) by wire transfer of immediately available funds to the account of the Depositary or its nominee (if the Notes are not in certificated form). The Trustee shall, promptly after such payment return to the Company any funds in excess of the Fundamental Change Repurchase Price. (e) If the Trustee (or other Paying Agent appointed by the Company) holds money or securities sufficient to repurchase as of the Fundamental Change Repurchase Date all the Notes or portions thereof that are to be repurchased as of the Business Day following the Fundamental Change Repurchase Date, then on and after the Fundamental Change Repurchase Date (i) such Notes will cease to be Outstanding, (ii) interest (including Filing Additional Interest, if any) will cease to accrue on such Notes, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, as the case may be, and (iii) all other rights of the Holders of such Notes will terminate other than the right to receive the Fundamental Change Repurchase Price upon delivery or transfer of such Notes. Section 11.03
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Samples: www.sec.gov
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through interest, if any, plus any remaining amounts that would be owed to, but excluding, the Fundamental Change Repurchase Maturity Date, plus the Make-Whole Amount and including all regularly scheduled interest payments (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date, including all regularly scheduled interest payments. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law.
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Samples: Indenture (Lightning eMotors, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to $1,000 or a multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Price (iias defined below) an amount in cash equivalent of such Notes to the amount calculated be repurchased pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase pricethis Article 15. As used herein, the “Fundamental Change Repurchase Price”). The Trustee ” of a Note shall mean (i) prior to February 2, 2024, 100% of the principal amount of such Note and any other Conversion Agent(ii) on or after February 2, Paying Agent 2024, (or any other agent appointed for such purposesx) shall have no responsibility to determine if the Fundamental Change Repurchase PriceDate falls on a Designated Repurchase Date, the Designated Repurchase Price applicable to such Designated Repurchase Date, or (y) if the Fundamental Change Repurchase Date falls between two Designated Repurchase Dates, a price equal to the percentage of the principal amount of such Note determined by a straight-line interpolation between the Designated Repurchase Price applicable to the earlier and later of such Designated Repurchase Dates, based on a 365-day year; provided, for purposes of this Section 15.02, the Designated Repurchase Price on February 2, 2024 is 100% of the principal amount, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date; provided that, if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date.”
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Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations of US$1.00 principal amount and equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiples of US$1.00 multiple in excess thereof, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Section 15.02. The Trustee Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the Restatement Date. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and any other Conversion Agent, the Representative and the Paying Agent (or any in the case of a Paying Agent other agent appointed for such purposesthan the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall have no responsibility be by first class mail. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to determine this Article 15; (iv) the Fundamental Change Repurchase Price.; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate;
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Appgate, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to US$1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof1,000, on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by the Company to the Holders, the Trustee, the Paying Agent or other agent appointed for such purpose as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change15.02(c) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price Repurchase Price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through Special Interest thereon to, but not including, the Fundamental Change Repurchase Date, plus the Make-Whole Amount and Date (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Special Interest Record Date relates, in which case the Company shall instead pay on, or at its election, before the Special Interest Payment Date the full amount of accrued and unpaid Special Interest, if any, to Holders of record as of the close of business on such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Trustee and any other Trustee, the Conversion Agent, Paying Agent (or any other agent appointed for such purposes) purpose shall have no responsibility to determine determine, calculate or verify the Fundamental Change Repurchase Price.. The Trustee, the Conversion Agent, the Paying Agent or any other agent appointed for such purpose shall not be required to take any steps to ascertain whether a Fundamental Change or any event which could lead to the occurrence of a Fundamental Change has occurred and shall not be liable to any person for any failure to do so. Notwithstanding the foregoing, the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if (i) a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and (ii) an owner of a beneficial interest in any Note repurchased by such third party will not receive a lesser amount (as a result of taxes, additional expenses or for any other reason) than such owner would have received had the Company repurchased such Note as set forth above. 100
Appears in 1 contract
Samples: Indenture (21Vianet Group, Inc.)
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) 14.03 that is in denominations equal to $1,000 or an integral multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “Fundamental Change Repurchase Date”) notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100103.0% of the principal amount Accreted Principal Amount thereof, plus any accrued and unpaid interest through the Fundamental Change Repurchase Dateinterest, plus the Make-Whole Amount and if any (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine unless the Fundamental Change Repurchase PriceDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 103.0% of the Accreted Principal Amount of Notes to be repurchased pursuant to this Article 14. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law. If the Effective Date of a Make-Whole Fundamental Change occurs on or after October 27, 2025, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall pay such Holder, in addition to delivering the relevant number of Ordinary Shares pursuant to such conversion, an amount equal to the interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the thirty-fifth (35th) Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).
Appears in 1 contract
Samples: Selina Hospitality PLC
Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s 's option, to require the Company to repurchase for cash all of such Holder’s 's Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is in denominations equal to $1,000 or a multiple of US$1.00 principal amount and integral multiples of US$1.00 in excess thereof$1,000, on the Business Day date (the “"Fundamental Change Repurchase Date”") notified in writing specified by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest through thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, plus if the Make-Whole Amount and (ii) an amount in cash equivalent Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount calculated of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average applicable provisions of the Last Reported Sale Prices Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the ADSs over receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the ten (10) Trading Day period beginning, and including20th calendar day after the occurrence of a Fundamental Change, the Trading Day immediately following Company shall provide to all Holders of Notes and the date Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company delivers Notice") of the related occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice (such greater shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall have no responsibility right pursuant to determine this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.
Appears in 1 contract
