Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following: (1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment; (2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); (3) the CUSIP numbers for the Notes; (4) that any Note not tendered will continue to accrue interest; (5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and (7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 7 contracts
Samples: Global Security Note (Cardinal Health Inc), Global Security Note (Cardinal Health Inc), Global Security Note (Cardinal Health Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall delivermail, or cause to be deliveredmailed, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 3 contracts
Samples: Global Security Note (Cardinal Health Inc), Global Security Note (Cardinal Health Inc), Global Security Note (Cardinal Health Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase price purchase price, in cash (the "CHANGE OF CONTROL PURCHASE PRICE"), equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereonand Special Interest, if any, on the Notes repurchased, to the purchase date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the date of repurchase (the “Change of Control Payment”Payment Date (as defined below)). Within 30 90 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after unless the public announcement Company has mailed a redemption notice with respect to all of the proposed Change of Controloutstanding Notes in accordance with Section 3.07, the Issuer shall deliverCompany shall:
(i) send, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the "SECURITY REGISTER"), a notice stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 14(e)-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereofof the covenant described hereunder or other provisions of this Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being tendered and purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note note will be in a principal amount of $2,000 1,000 or in an integral multiples multiple of $1,000 1,000.
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in excess thereofwhose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer shall Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (S&c Resale Co), Indenture (S&c Resale Co)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but excluding, to the purchase date of repurchase (the “"Change of Control Payment”Payment Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(a) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Xxxxx News Service or a similar business news service in the United States; and
(b) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions that constitute or may constitute securities register maintained in respect of the Change of Control Repurchase Event and shall specify, without limitation, Notes by the following:Registrar (the "Security Register"):
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 4.13 of the Indenture and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) procedures that Holders whose must follow in order to tender their Notes of any series are being purchased only (or portions thereof) for payment, and the procedures that Holders must follow in part will be issued new order to withdraw an election to tender Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount (or in integral multiples of $1,000 in excess portions thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictfor payment. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions such series of Notes being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or in an integral multiples multiple of $1,000 in excess thereof. The Issuer Company shall not be required to make a Change publicly announce the results of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in on or as soon as practicable after the mannerChange of Control Payment Date. The Company shall comply, at to the times and otherwise in compliance extent applicable, with the requirements set forth herein applicable of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer made Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by the Issuer and purchases all Notes properly tendered and not withdrawn under virtue of such Change of Control Offercompliance.
Appears in 2 contracts
Samples: Indenture (Coventry Health Care Inc), Indenture (Coventry Health Care Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount Accreted Value plus, for any Change of such Notes repurchased plus Control Offer occurring after the Full Accretion Date, accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrete in value or accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value or accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount at maturity of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount or principal amount at maturity, as applicable, to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 or in integral multiples principal amount at maturity, as applicable, of $1,000 in excess or an integral multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date). .
(b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company (or at the request of the Company, the Trustee) shall deliversend, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder at such Holder’s address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyNote Register, without limitation, the followinga notice stating:
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances giving rise to the NotesChange of Control;
(4) the procedures that any Note not tendered will continue Holders must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and
(5) thatthat on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price.
(c) The Company will comply, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to or rules of any securities exchange on which the extent those laws and regulations are applicable Notes may be listed in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations or rules of such securities exchange conflict with the provisions hereofof this Section 1015, the Issuer Company, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations hereunder under this Section 1015 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 2 contracts
Samples: Indenture (Sanmina-Sci Corp), Indenture (Sanmina-Sci Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 in principal amount, or in either case, an integral multiples of $1,000 in excess multiple thereof) of such that Holder’s Notes at pursuant to a repurchase price “Change of Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers’ compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. Notwithstanding anything to the contrary in this Indenture, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered on the Change of Control Payment Date. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Charter Communications Inc /Mo/), Indenture (CCH Ii Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 purchase such Holder's Notes, in whole or in part, in a principal amount that is an integral multiples multiple of $1,000 1,000, pursuant to the offer described in excess thereofSection 4.07(b) hereof (the "Change of such Notes Control Offer"), at a repurchase purchase price (the "Change of Control Purchase Price") in cash equal to 101% 101 percent of the aggregate principal amount of such Notes repurchased (or portions thereof), plus accrued and unpaid interest thereoninterest, if any, to, but excluding, to the Change of Control Payment Date.
(b) Within 30 calendar days of the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliverCompany, or cause the Trustee at the request and expense of the Company, shall send to be deliveredeach Holder by first class mail, postage prepaid, a notice prepared by the Company stating:
(i) that a “Change of Control Offer”) to each Holder, with has occurred and a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07, and that all Notes that are timely tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price, and the purchase datedate Notes are to be purchased pursuant to the Change of Control Offer (the "Change of Control Payment Date"), which date shall be a Business Day date occurring no earlier than 30 calendar days and no nor later than 60 calendar days from subsequent to the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for the Notes;
(4iii) that any Note Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;
(5iv) that, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest from and after the Change of Control Payment Date;
(6v) that Holders any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder's election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;
(vii) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;
(viii) that any Holder whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Note or Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of to $1,000 in excess or an integral multiple thereof; and
(7ix) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws information necessary to enable any Holder to tender Notes and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. Notes purchased pursuant to this Section 4.07.
(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
Company shall (1i) accept for payment all any Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
; (2ii) irrevocably deposit with the paying agent Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Change of Control Payment Purchase Price in respect of all Notes or portions of Notes properly tenderedthereof so accepted; and
and (3iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating listing the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the IssuerCompany and accepted for payment. The paying agent Paying Agent shall promptly deliver send by first class mail, postage prepaid, to each Holder of Notes properly tendered or portions thereof so accepted for payment, payment in an amount equal to the Change of Control Purchase Price for such Notes or portions thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment for such NotesDate.
(d) Upon surrender and cancellation of a Note that is purchased in part pursuant to a Change of Control Offer, the Company shall promptly issue and the Trustee will promptly shall authenticate and deliver (or cause to be transferred by book entry) to each the surrendering Holder of such Note, a new Note of the same series equal in principal amount to any the unpurchased portion of the Notes surrendered, if anysuch surrendered Note; provided PROVIDED that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. .
(e) The Issuer Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance comply with the requirements set forth herein applicable of Section 14(e) under the Exchange Act and any other securities laws or regulations, to the extent such laws and regulations are applicable, in connection with the purchase of Notes pursuant to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (McLeodusa Inc), Indenture (McLeodusa Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Global Security Note (Cardinal Health Inc), Global Security Note (Cardinal Health Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price "Change of Control Offer." In the Change of Control Offer, the Issuers shall offer a "Change of Control Payment" in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, stating: the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4) ; that any Note not tendered will shall continue to accrue interest;
(5) ; that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6) ; that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers' compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) : accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) ; deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) and deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s 's option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Triggering Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase an offer price in cash equal to 101% of the aggregate principal amount of such Notes repurchased thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to, but excluding, to the date of repurchase purchase (the “Change of Control Payment”). Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of ControlTriggering Event, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Triggering Event and shall specify, without limitation, offering to repurchase Notes on the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase datedate specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only procedures required by this Indenture and described in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Datenotice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereoffor the Change of Control Offer, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder with respect to the Change of Control Offer by virtue of such conflict. thereof.
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerCompany. The paying agent shall Paying Agent will promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) Prior to the giving of the notice referred to in this Section 4.19(a), but in any event within 30 days following the date on which the Parent Guarantor becomes aware that a Change of Control Triggering Event has occurred, if the purchase of the Notes under Section 4.19(a) would violate or constitute a default under any other Indebtedness of the Parent Guarantor or its Restricted Subsidiaries, the Parent Guarantor shall, or shall cause its Restricted Subsidiaries, to the extent needed to permit such purchase of Notes under Section 4.19(a), either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under such Indebtedness to permit the purchase of the Notes under Section 4.19(a). The Parent Guarantor will first comply with the covenant in this Section 4.19(c) before it will be required to cause the Company to make the Change of Control Offer or purchase the Notes pursuant to the Section 4.19(a).
(d) Notwithstanding anything to the contrary in this Section 4.19, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Section 4.19 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a repurchase price “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest, and additional interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all offering to repurchase Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be on a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);) specified in such notice, which date shall be no earlier than
(3b) 30 days and no later than 90 days from the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) thatdate such notice is mailed, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;procedures described in Section 3.07.
(6c) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned By 11:00 a.m. Eastern Time on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuer. Company.
(d) The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or an integral multiple thereof.
(e) Prior to complying with any of the provisions of this Section 4.19, but in integral multiples any event within 90 days following a Change of $1,000 in excess thereofControl, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.19. The Issuer Company will publicly announce the results of the Change of Control offer on or as soon as practicable after the Change of Control Payment Date.
(f) This Section 4.19 will be applicable whether or not any other provisions of this Indenture are applicable.
(g) Notwithstanding anything to the contrary in this Section 4.19, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Section 4.19 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
(h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by virtue of its compliance with such securities laws or regulations.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Convertible Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 purchase such Holder's Convertible Notes, in whole or in part in a principal amount that is an integral multiples multiple of $1,000 1,000, pursuant to an irrevocable and unconditional offer described in excess thereofSection 4.07(b) hereof (the "Change of such Notes Control Offer"), at a repurchase purchase price (the "Change of Control Purchase Price") in cash equal to 101% 101 percent of the aggregate principal amount Accreted Value of such Convertible Notes repurchased (or portions thereof) on any Change of Control Payment Date occurring prior to September 30, 1999, plus accrued and unpaid interest thereoninterest, if any, toand Special Interest, but excludingif any, the date of repurchase (the “thereon to such Change of Control Payment”). Within 30 days following Payment Date, or 101 percent of the principal amount at Stated Maturity of such Convertible Notes (or portions thereof) on any Change of Control Repurchase Event orPayment Date occurring on or after September 30, at the Issuer’s option1999, prior plus accrued and unpaid interest, if any, and Special Interest, if any, to any proposed such Change of Control, but after the public announcement Control Payment Date.
(b) Within 30 days of the proposed date of any Change of Control, the Issuer shall deliverCompany, or cause the Trustee at the request and expense of the Company, shall send to be deliveredeach Holder by first class mail, postage prepaid, a notice prepared by the Company stating:
(i) that a “Change of Control Offer”) to each Holder, with has occurred and a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07, and that all Convertible Notes that are properly tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price, and the purchase datedate Convertible Notes are to be purchased pursuant to the Change of Control Offer (the "Change of Control Payment Date"), which date shall be a Business Day date occurring no earlier than 30 days and no nor later than 60 days from subsequent to the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for the Notes;
(4iii) that any Note Convertible Notes or portions thereof not properly tendered will continue to accrete in value or accrue interest, as applicable, and accrue Special Interest, if applicable and will continue to have conversion rights;
(5iv) that, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price with respect there to, all Convertible Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrete in value or accrue interest, as the case may be, and accrue Special Interest, if applicable, from and after the Change of Control Payment Date and will cease to accrue interest after have conversion rights;
(v) that Holders electing to have any Convertible Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to surrender such Convertible Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Convertible Notes completed, to the Paying Agent at the address specified in the notice, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Convertible Notes delivered for purchase, and a statement that such Holder is withdrawing such Xxxxxx's election to have such Convertible Notes or portions thereof purchased pursuant to the Change of Control Offer;
(vii) that Holders electing to have Convertible Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;
(viii) if Certificated Convertible Notes have been issued pursuant to Section 2.06(b), that any Holder of Certificated Convertible Notes whose Certificated Convertible Notes of any series are being purchased only in part will be issued new Certificated Convertible Notes of such series equal in principal amount to the unpurchased portion of the Certificated Convertible Note or Convertible Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of to $1,000 or an integral multiple thereof;
(ix) that the Trustee will return to the Holder of a Global Convertible Note that is being purchased in excess thereofpart, such Global Convertible Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Convertible Note; and
(7x) if the notice is delivered prior instructions and any other information necessary to the date of consummation of the Change of Control, that the enable any Holder to accept a Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue effect withdrawal of such conflict. acceptance.
(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
Company shall (1i) accept for payment all any Convertible Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
; (2ii) irrevocably deposit with the paying agent Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Change of Control Payment Purchase Price in respect of all Convertible Notes or portions thereof so tendered, including accrued and unpaid interest and Special Interest, if applicable, to such Change of Notes properly tenderedControl Payment Date; and
and (3iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Convertible Notes so accepted tendered together with an Officers’ ' Certificate stating listing the aggregate principal amount of Convertible Notes or portions of Notes being purchased by thereof tendered to the IssuerCompany and accepted for payment. The paying agent Paying Agent shall promptly deliver send by first class mail, postage prepaid, to each Holder of Convertible Notes properly tendered or portions thereof so accepted for payment, payment in an amount equal to the Change of Control Purchase Price for such Convertible Notes or portions thereof, including accrued and unpaid interest and Special Interest, if applicable, to such Change of Control Payment Date. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment for such NotesDate. For purposes of this Section 4.07, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of shall act as the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control OfferPaying Agent.
Appears in 1 contract
Samples: Indenture (United Usn Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders whose electing to have any Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the a Change of Control Offer is conditioned shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the Change reverse of Control Repurchase Event occurring on or the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a repurchase price “Change of Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 in principal amount or in an integral multiples multiple of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers’ compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall, upon receipt of an Authentication Order, promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a principal amount of $2,000 or in an integral multiples multiple of $1,000 in excess thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if the Company delivers to the Trustee an Officers’ Certificate certifying that a third party makes has made or will make the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases has purchased or will purchase all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to the Change of Control Offer. In the Change of Control Offer, the Company shall offer (the "Change of Control Offer") a repurchase price payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereoninterest, if any, to, but excluding, thereon to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 20 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled, "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment plus accrued and unpaid interest, if any, thereon in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment plus accrued and unpaid interest, if any, thereon for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (360networks Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount Accreted Value plus, for any Change of such Notes repurchased plus Control Offer occurring after the Full Accretion Date, accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. 67 Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrete in value or accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value or accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount at maturity to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 or in integral multiples at maturity of $1,000 in excess or an integral multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to, but excluding, to the purchase date (subject to the right of repurchase (Holders on the “Change of Control Payment”relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(a) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Jones News Service or similar business news service in the Unxxxx States; and
(b) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions that constitute or may constitute securities register maintained in respect of the Change of Control Repurchase Event and shall specify, without limitation, Notes by the following:Registrar (the "Security Register"):
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled "Repurchase at the Option of Holders Upon a Change of Control" and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that any Note not tendered Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will continue to accrue interest;
(5) thatcomply, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof the covenant described hereunder, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Coventry Health Care Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall will have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a repurchase price an offer price, in cash (the "Change of Control Purchase Price"), equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, if any, to, but excluding, thereon to the date of repurchase purchase (the “"Change of Control Payment”") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"); provided, however, that, notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that it has mailed the notice to exercise its rights to redeem all of the Notes under Section 3.07 at any time prior to the occurrence of a Change of Control Offer. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after unless the public announcement Issuers have mailed a redemption notice with respect to all of the proposed Change of Controloutstanding Notes in accordance with Section 3.07, the Issuer shall deliver, or Issuers shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and
(ii) to each Holdersend, with a copy to the Trustee, describing or, at the transaction or transactions Issuers' request the Trustee shall send, by first-class mail, to each Holder, at such Holder's address appearing in the securities register maintained in respect of the Notes by the Registrar (the "Security Register"), a notice stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date, which shall be, subject to any contrary requirements of applicable law, a Business Day no later than 90 days after the occurrence of a Change of Control;
(6C) that Holders whose Notes the circumstances and relevant facts regarding the Change of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Issuers will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.18, the Issuer Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations hereunder under this Section 4.18 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:,
(1i) accept for payment all Notes or portions thereof properly validly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent applicable Paying Agent (or, if an Issuer or any of the Restricted Subsidiaries is acting as the Paying Agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payment Payments in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee Trustee, the Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent applicable Paying Agent shall promptly mail or deliver to each Holder of Notes properly validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 1,000 or an integral multiple thereof.
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in integral multiples whose name a Note is registered, at the close of $1,000 business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in excess thereof. the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer shall Issuers will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in at the mannersame or higher purchase price, at the same times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer otherwise required to be made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Gamestop Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase (the “Change of Control Repurchase EventOffer”) all Notes, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, and each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Notes Holder’s Notes, pursuant to the offer described below at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within The Company shall purchase all Notes validly tendered pursuant to the Change of Control Offer and not withdrawn. Subject to clause (c) below, within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliversend a notice, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder’s address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the “Security Register”), stating:
(i) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2ii) the Change of Control Payment and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3iii) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment(including information with respect to pro forma historical income, all Notes accepted for payment pursuant cash flow and capitalization after giving effect to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl); and
(7iv) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the date of consummation of the Change of Control, procedures that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on Holders must follow in order to withdraw an election to tender Notes (or prior to the Change of Control Payment Dateportions thereof) for payment. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofthis Section 4.18, the Issuer will Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.18 by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes validly and properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly and properly tenderedtendered and not withdrawn; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes validly and properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000. The Issuer Company shall publicly announce the results of a Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable, except as provided under Article 8. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, spin-off, recapitalization or similar transaction.
(d) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly and properly tendered and not withdrawn under such the Change of Control Offer, (ii) notice or redemption of all of the Notes has been given pursuant to Section 3.03 and Section 3.04, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control for which a definitive agreement is entered into, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the terms of such Alternate Offer; provided that the terms of such Alternate Offer shall not require Holders to irrevocably tender any Notes and such Alternate Offer shall not close unless and until the Change of Control is actually consummated.
Appears in 1 contract
Samples: Indenture (Talecris Biotherapeutics Holdings Corp.)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, including Special Interest on the Notes to be purchased, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date). .
(b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company (or at the request of the Company, the Trustee) shall deliversend, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder at such Holder’s address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyNote Register, without limitation, the followinga notice stating:
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances giving rise to the NotesChange of Control;
(4) the procedures that any Note not tendered will continue Holders must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and
(5) thatthat on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of Notes surrendered for purchase by the Company, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price.
(c) The Company will comply, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14 (e) of the Exchange Act and any other securities laws and or regulations thereunder to or rules of any securities exchange on which the extent those laws and regulations are applicable Notes may be listed in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations or rules of such securities exchange conflict with the provisions hereofof this Section 1015, the Issuer Company, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations hereunder under this Section 1015 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Sanmina-Sci Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excludingControl, the date of repurchase (the “Change of Control Payment”). Within Issuers shall, within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed a Change of Control, but after make an offer (the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “"Change of Control Offer”") to each Holder, with a copy pursuant to the Trustee, describing procedures set forth in Section 3.09 hereof to repurchase the transaction or transactions that constitute or may constitute Notes on the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase datedate specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed. Each Holder shall have the right to accept such offer and require the Issuers to repurchase all or any part (the “Change equal to $1,000 or an integral multiple of Control Payment Date”);
(3$1,000) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all such Holder's Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after at a purchase price, in cash (the "Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedAmount"), which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples 101% of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notesrepurchased, plus accrued and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of unpaid interest on the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. repurchased to the Purchase Date.
(b) The Issuer Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption has been given pursuant to the Indenture pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer shall be retired and cancelled. Prior to complying with any of the provisions of Section 4.17, but in any event within 90 days following a Change of Control, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by Section 4.17. The provisions of this Section 4.17 that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of the Indenture are applicable.
Appears in 1 contract
Samples: Indenture (CBD Media LLC)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereonon the Notes to be repurchased, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on the relevant Interest Payment Date). .
(b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company (or at the request of the Company, the Trustee) shall deliversend, by first-class mail or cause to be delivered, a notice (a “Change delivered in accordance with the applicable procedures of Control Offer”) to each Holderthe Depositary for the Notes, with a copy to the Trustee, describing to each Holder at such Holder’s address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyNote Register, without limitation, the followinga notice stating:
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed or delivered;
(3) the CUSIP numbers for circumstances giving rise to the NotesChange of Control;
(4) the procedures that any Note not tendered will continue Holders must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and
(5) thatthat on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price.
(c) The Company will comply, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to or rules of any securities exchange on which the extent those laws and regulations are applicable Notes may be listed in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations or rules of such securities exchange conflict with the provisions hereofof this Section 1015, the Issuer Company, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations hereunder under this Section 1015 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Sanmina Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price an offer price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, if any, thereon to, but excludingnot including, the date of repurchase purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 ) on a date that is not more than 90 days following any after the occurrence of such Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) ; provided, however, that, notwithstanding the CUSIP numbers for occurrence of a Change of Control, the Notes;
(4) Issuer shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that it has mailed the notice to exercise its rights to redeem all of the Notes under Section 3.07 at any Note not tendered will continue time prior to accrue interest;
(5) thatthe occurrence of a Change of Control Offer. No later than 30 days following any Change of Control, unless the Issuer defaults has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 3.07, the payment Issuer shall:
(i) cause a notice of the Change of Control PaymentOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and
(ii) send, with a copy to the Trustee, or, at the Issuer’s request the Trustee shall send, by first-class mail, to each Holder, at such Holder’s address appearing in the securities register maintained in respect of the Notes by the Registrar (the “Security Register”) or, if the Notes are held through the Depositary, through the Applicable Procedures, a notice stating:
(A) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment pursuant to payment;
(B) the Change of Control Offer will cease to accrue interest after Purchase Price and the Change of Control Payment Date, which shall be, subject to any contrary requirements of applicable law, a Business Day no later than 90 days after the occurrence of a Change of Control;
(6C) that Holders whose Notes the circumstances and relevant facts regarding the Change of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. If the Change of Control Offer notice is delivered sent prior to the date of consummation occurrence of the Change of Control, that the Change of Control Offer is shall be conditioned on upon the occurrence of the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateControl. The Issuer shall comply will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willshall, to the extent lawful:,
(1i) accept for payment all Notes or portions thereof properly validly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent applicable Paying Agent (or, if the Issuer or any of the Restricted Subsidiaries is acting as the Paying Agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payment Payments in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee Trustee, the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuer. The paying agent applicable Paying Agent shall promptly mail or deliver to each Holder of Notes properly validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. .
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) [Reserved]
(e) The Issuer shall will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in at the mannersame or higher purchase price, at the same times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer otherwise required to be made by the Issuer and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (GameStop Corp.)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, including Special Interest, if any, to, but excluding, to the purchase date (subject to the right of repurchase Holders on the relevant record date to receive interest due on the relevant interest payment date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Xxxxx News Service or a similar business news service in the United States; and
(ii) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder of Notes, at such Holder's address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifySecurity Register, without limitation, the followinga notice stating:
(1) that the a Change of Control Offer has occurred and an offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that any Note not tendered will continue Holders of Notes must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(5c) thatThe Company will comply, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Error! Reference source not found., the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Error! Reference source not found. by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Greif Brothers Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 purchase such Holder's Notes, in whole, or in part in a principal amount at maturity that is an integral multiples multiple of $1,000 1,000, pursuant to the offer described in excess thereofSection 4.07(b) hereof (the "Change of such Notes Control Offer"), at a repurchase purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate Accreted Value of such Notes (or portions thereof) on any Change of Control Payment Date prior to the Full Accretion Date, or 101% of the principal amount of such Notes repurchased (or portions thereof) on any Change of Control Payment Date on or after the Full Accretion Date, plus accrued and unpaid interest thereoninterest, if any, to, but excluding, to the Change of Control Payment Date.
(b) Within 10 calendar days of the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliverCompany, or cause the Trustee at the request and expense of the Company, shall send to be deliveredeach Holder by first class mail, postage prepaid, a notice prepared by the Company stating:
(i) that a “Change of Control Offer”) to each Holder, with has occurred and a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07, and that all Notes that are timely tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price, and the purchase datedate Notes are to be purchased pursuant to the Change of Control Offer (the "Change of Control Payment Date"), which date shall be a Business Day date occurring no earlier than 30 calendar days and no nor later than 60 calendar days from subsequent to the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3iii) that any Notes or portions thereof not tendered or accepted for payment will continue to accrete in value or accrue interest, as the CUSIP numbers for the Notescase may be;
(4) that any Note not tendered will continue to accrue interest;
(5iv) that, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value or accrue interest interest, as the case may be, from and after the Change of Control Payment Date;
(6v) that Holders any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Xxxxxx's election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;
(vii) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount at maturity must be $1,000 or an integral multiple thereof;
(viii) that any Holder whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Note or Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of to $1,000 in excess or an integral multiple thereof; and
(7ix) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws information necessary to enable any Holder to tender Notes and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. Notes purchased pursuant to this Section 4.07.
(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
Company shall (1i) accept for payment all any Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
; (2ii) irrevocably deposit with the paying agent Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Change of Control Payment Purchase Price in respect of all Notes or portions of Notes properly tenderedthereof so accepted; and
and (3iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating listing the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the IssuerCompany and accepted for payment. The paying agent Paying Agent shall promptly deliver send by first class mail, postage prepaid, to each Holder of Notes properly tendered or portions thereof so accepted for payment, payment in an amount equal to the Change of Control Purchase Price for such Notes or portions thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment for such NotesDate.
(d) Upon surrender and cancellation of a Note that is purchased in part pursuant to the Change of Control Offer, the Company shall promptly issue and the Trustee will promptly shall authenticate and deliver (or cause to be transferred by book entry) to each the surrendering Holder of such Note, a new Note of the same series equal in principal amount to any the unpurchased portion of the Notes surrendered, if anysuch surrendered Note; provided PROVIDED that each such new Note will shall be in a principal amount of $2,000 or in integral multiples at maturity of $1,000 in excess or an integral multiple thereof. .
(e) The Issuer Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance comply with the requirements set forth herein applicable of Section 14(e) under the Exchange Act and any other securities laws or regulations, to the extent such laws and regulations are applicable, in connection with the purchase of Notes pursuant to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall will have the right to require the Issuer Company to repurchase all or any part (equal to in any integral multiple of U.S. $2,000 or in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an offer (the Change of Control Offer) made by the Company on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to purchase such Holder’s Notes at a repurchase purchase price in cash equal to 101100% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest thereonand Additional Amounts, if any, to, but excluding, on such Notes to be repurchased to the date of repurchase purchase, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed a Change of Control, the Issuer shall deliver, or cause to be delivered, Company will mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyoffering to repurchase the applicable Notes on a date specified in the notice, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered which date will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount ), pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 procedures required by this Indenture and described in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Eventsuch notice. To the extent that the provisions of any securities laws or regulations to be issued in the future conflict with the Change of Control provisions hereofof this Indenture, the Issuer Company will comply make the Change of Control Offer in accordance with the applicable provisions of the securities laws and regulations (and the terms set forth herein that do not conflict with such provisions) and will not be deemed to have breached its obligations hereunder under the Change of Control provisions of this Indenture by virtue of such conflictcompliance. On the Change of Control Payment Date, the Issuer Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent shall Trustee will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described under Section 10.2 (Redemption at the Company’s Option), unless and until there is a default in payment of the applicable redemption price.
Appears in 1 contract
Samples: Indenture (Edenor)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall will have the right to require the Issuer Company to repurchase all or any part (equal to in any integral multiple of U.S. $2,000 or in integral multiples of $1,000 in excess thereof1,000.00) of that Holder’s Notes pursuant to an offer (the Change of Control Offer) made by the Company on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to purchase such Holder’s Notes at a repurchase purchase price in cash equal to 101100% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest thereonand Additional Amounts, if any, to, but excluding, on such Notes to be repurchased to the date of repurchase purchase, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed a Change of Control, the Issuer shall deliver, or cause to be delivered, Company will mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyoffering to repurchase the applicable Notes on a date specified in the notice, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered which date will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount ), pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 procedures required by this Indenture and described in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Eventsuch notice. To the extent that the provisions of any securities laws or regulations to be issued in the future conflict with the Change of Control provisions hereofof this Indenture, the Issuer Company will comply make the Change of Control Offer in accordance with the applicable provisions of the securities laws and regulations (and the terms set forth herein that do not conflict with such provisions) and will not be deemed to have breached its obligations hereunder under the Change of Control provisions of this Indenture by virtue of such conflictcompliance. On the Change of Control Payment Date, the Issuer Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent shall Trustee will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described under Section 10.2 (Redemption at the Company’s Option), unless and until there is a default in payment of the applicable redemption price.
Appears in 1 contract
Samples: Indenture (Edenor)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Senior Secured Notes shall will have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such Notes Holder's Senior Secured Notes, pursuant to the offer described in Sections (b) and (c) below (the "Change of Control Offer"), at a repurchase an offer price in cash equal to 101% of the aggregate principal amount of such Notes repurchased thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to, but excluding, to the date of repurchase purchase (the “"Change of Control Payment”"). .
(b) Within 30 ten (10) days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, Issuers will mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, offering to repurchase Senior Secured Notes on the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase datedate specified in such notice, which date shall be a Business Day no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only procedures required by this Indenture and described in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Datenotice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 l4e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Secured Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. Control.
(c) On the Change of Control Payment Date, the Issuer Issuers will, to the extent lawful:
(1i) accept for payment all Senior Secured Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Secured Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Senior Secured Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Secured Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent shall Paying Agent will promptly deliver mail to each Holder of Senior Secured Notes properly so tendered the Change of Control Payment for such Senior Secured Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Senior Secured Note of the same series equal in principal amount to any unpurchased portion of the Senior Secured Notes surrendered, if any; provided that each such new Senior Secured Note will be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The Change of Control provisions described above in (a), (b) and (c) of this Section 3.09 will be applicable whether or not any other provisions of this Indenture are applicable to any Change of Control.
(e) Except as provided in this Section 3.09 with respect to a Change of Control, nothing in this Indenture shall permit the Holders of the Senior Secured Notes to require that the Issuers repurchase or redeem the Senior Secured Notes in the event of a takeover, recapitalization or similar transaction.
(f) Notwithstanding anything in (a), (b) or (c) of Section this 3.09, the Issuers will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Senior Secured Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to, but excluding, to the purchase date (subject to the right of repurchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Jones News Service or a similar business news service in the Xxxxxd States; and
(ii) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder of Notes, at such Holder's address appearing in the transaction or transactions that constitute or may constitute Security Register, a notice which shall govern the terms of the Change of Control Repurchase Event Offer and shall specify, without limitation, the followingstate:
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes validly and timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that any Note not tendered will continue Holders of Notes must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(5c) thatThe Company will comply, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Rent Way Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1.00 or in an integral multiples of $1,000 in excess multiple thereof) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase price purchase price, in cash (the "CHANGE OF CONTROL PURCHASE PRICE"), equal to (x) 102% of the aggregate principal amount of Notes repurchased if the Change of Control occurs prior to the earlier to occur of (A) September 11, 2006 and (B) the Company's satisfaction in full of its obligation to repurchase Notes out of Net Offering Proceeds pursuant to Section 4.19 or (y) 101% of the aggregate principal amount of such the Notes repurchased if the Change of Control occurs on or after the earlier to occur of (A) September 11, 2006 and (B) the Company's satisfaction in full of its obligation to repurchase the Notes out of Net Offering Proceeds pursuant to Section 4.19, in each case, plus accrued and unpaid interest thereonand Special Interest, if any, on the Notes repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”Payment Date (as defined below) (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the Change of Control Payment Date (as defined below)). Within 30 90 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after unless the public announcement Company has mailed a redemption notice with respect to all of the proposed Change of Controloutstanding Notes in accordance with Section 3.07, the Issuer shall deliverCompany shall:
(i) send, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the "SECURITY REGISTER"), a notice stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 14(e)-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereofof the covenant described hereunder or other provisions of this Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being tendered and purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note note will be in a principal amount of $2,000 1.00 or an integral multiple thereof.
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest as of the Change of Control Payment Date and Special Interest, if any, will be paid to the Person in integral multiples whose name a Note is registered, at the close of $1,000 business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in excess thereof. the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer shall Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (S&c Holdco 3 Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase purchase price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, including Special Interest, if any, toto the repurchase date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, but excludinghowever, that notwithstanding the occurrence of a Change of Control, the date of repurchase (Company shall not be obligated to purchase the “Notes pursuant to a Change of Control Payment”). Offer in the event that, at any time prior to the commencement of a Change of Control Offer, the Company shall have delivered to the Trustee an irrevocable notice of its exercise of its right to redeem all (but not less than all) of the Notes pursuant to Section 3.07.
(b) Within 30 days following any Change of Control Repurchase Event orControl, unless, at the Issuer’s option, any time prior to any proposed Change the commencement of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”, the Company shall have exercised its right to redeem all (but not less than all) of the Notes pursuant to each HolderSection 3.07, and has delivered to the Trustee an irrevocable notice of redemption, the Company shall cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or a similar business news service in the United States; and send, by first-class mail, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of notice in accordance with the same series equal procedures set forth in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. Section 3.09 hereof.
(c) The Issuer Company shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Aviall Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control, the Company, or any other Person in lieu of the Company, shall, within 30 days following any Change of Control, make an offer (the “Change of Control Repurchase Event, unless all Notes have been called for redemption Offer”) pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each procedures set forth in Section 3.08. Each Holder of the Notes shall have the right to accept such offer and require the Issuer Company, or such other Person in lieu of the Company, to repurchase all or any part (equal to provided that no Notes of $2,000 or less will be repurchased in integral multiples of $1,000 in excess thereofpart) of such Holder’s Notes pursuant to the Change of Control Offer at a repurchase price purchase price, in cash (the “Change of Control Payment”), equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereoninterest, if any, on the Notes repurchased, to, but excludingnot including, the date of repurchase Purchase Date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy subject to the Trustee, describing rights of Holders of Notes on the transaction or transactions that constitute or may constitute relevant record date to receive interest due on the Change of Control Repurchase Event and shall specify, without limitation, the following:relevant interest payment date).
(1b) that the Change of Control Offer is being made and that all Notes tendered The Company will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control OfferOffer or (ii) notice of redemption has been given pursuant to this Indenture as described in Section 3.03, unless and until there is a default in payment of the applicable Redemption Price. A Change of Control Offer may be made in advance of a Change of Control and may be subject to the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(c) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such Person will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Purchase Date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
Appears in 1 contract
Samples: Indenture (Molina Healthcare Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall will have the right to require the Issuer Company to repurchase all or any part (equal to U.S. $2,000 1.00 or in an integral multiples multiple of U.S. $1,000 in excess thereof1.00) of that Holder’s Notes pursuant to an offer (the Change of Control Offer) made by the Company on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to purchase such Holder’s Notes at a repurchase purchase price in cash equal to 101100% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest thereonand Additional Amounts, if any, to, but excluding, on such Notes to be repurchased to the date of repurchase purchase, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed a Change of Control, the Issuer shall deliver, or cause to be delivered, Company will mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyoffering to repurchase the applicable Notes on a date specified in the notice, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered which date will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount ), pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 procedures required by this Indenture and described in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the such Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventNotice. To the extent that the provisions of any securities laws or regulations to be issued in the future conflict with the Change of Control provisions hereofof this Indenture, the Issuer Company will comply make the Change of Control Offer in accordance with the applicable provisions of the securities laws and regulations (and the terms set forth herein that do not conflict with such provisions) and will not be deemed to have breached its obligations hereunder under the Change of Control provisions of this Indenture by virtue of such conflictcompliance. On the Change of Control Payment Date, the Issuer Company will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent shall Trustee will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described under Section 10.2 (Redemption at the Company’s Option), unless and until there is a default in payment of the applicable redemption price.
Appears in 1 contract
Samples: Indenture (Edenor)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Eventoccurs, unless the Issuers have previously or concurrently given a redemption notice with respect to all the outstanding Notes have been called for redemption pursuant as described under Section 3.07 hereof, the Issuers shall make an offer to paragraph 3 purchase all of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 the offer described below (the “Change of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereofControl Offer”) of such Notes at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of such Notes repurchased thereof plus accrued and unpaid interest thereon, if any, to, but excludingnot including, the date of repurchase (purchase, subject to the “Change right of Control Payment”)Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, a send notice (a “of such Change of Control Offer”) to each HolderOffer electronically or by first-class mail (or otherwise deliver in accordance with applicable DTC procedures), with a copy to the Trustee, describing to each Holder of Notes to the transaction address of such Holder appearing in the Note Register or transactions that constitute or may constitute otherwise in accordance with Applicable Procedures, with the Change of Control Repurchase Event and shall specify, without limitation, the followingfollowing information:
(1i) that the a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentpayment by the Issuers;
(2ii) the Change of Control Payment purchase price and the purchase date, which shall will be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered given (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(5iv) that, that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date;
(6v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of such Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(vii) that the Holders whose Notes of any series are being purchased repurchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion will of the Notes must be equal to a minimum of $2,000 in principal amount or in an integral multiples multiple of $1,000 in excess thereofprincipal amount);
(viii) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow; and
(7ix) if the such notice is delivered sent prior to the date occurrence of consummation of the a Change of Control, stating that the Change of Control Offer is conditioned on conditional upon the occurrence of such Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateControl. The Issuer notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Indenture, the Issuer Issuers will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations hereunder described in this Indenture by virtue of such conflict. thereof.
(b) On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:permitted by law,
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;,
(2ii) deposit with the paying agent Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and
(3iii) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Officer’s Certificate to the Trustee stating the aggregate principal amount of that such Notes or portions of Notes being thereof have been tendered to and purchased by the Issuer. Issuers.
(c) The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer Issuers shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.
Appears in 1 contract
Samples: Indenture (Milacron Holdings Corp.)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, unless the Company shall make an offer to all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder Holders of the Notes shall have the right to require the Issuer to repurchase all or any part of a Holder's Notes pursuant to the terms described below (equal to $2,000 or in integral multiples the "Change of $1,000 in excess thereofControl Offer") of such Notes at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, including Special Interest, if any, to, but excluding, to the repurchase date (subject to the right of repurchase Holders on the relevant record date to receive interest due on the relevant interest payment date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Jones News Service or a similar business news servicx xx the United States; and
(ii) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder of Notes, at such Holder's address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifySecurity Register, without limitation, the followinga notice stating:
(1) that the a Change of Control Offer has occurred and an offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase repurchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that any Note not tendered will continue Holders of Notes must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(5c) thatThe Company will comply, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control, the Companies shall, within 10 days of a Change of Control, make an offer (the "Change of Control Repurchase Event, unless all Notes have been called for redemption Offer") pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each procedures set forth in Section 3.09. Each Holder of the Notes shall have the right to accept such offer and require the Issuer Companies to repurchase all or any part portion (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder's Notes pursuant to the Change of Control Offer at a repurchase price purchase price, in cash cash, equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereon(the "Change of Control Purchase Price") on the Notes repurchased, if any, to the Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest to, but excluding, the date Purchase Date).
(b) Prior to complying with any of repurchase (the “Change provisions of Control Payment”). Within 30 this Section 4.17, but in any event within 90 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed a Change of Control, the Issuer shall deliverCompanies will either repay all outstanding Senior Debt or obtain the requisite consents, or cause if any, under all agreements governing outstanding Senior Debt to be delivered, a notice (a “Change permit the repurchase of Control Offer”) to each Holder, with a copy to Notes required by this Section 4.17. The Companies will publicly announce the Trustee, describing the transaction or transactions that constitute or may constitute the Change results of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on or as soon as practicable after the Change of Control Payment Date;.
(6c) that Holders whose Notes of any series are being purchased only in part The Companies will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Companies and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption in respect of all outstanding Notes has been given pursuant to this Indenture as described in Section 3.07, unless and until there is a default in payment of the applicable redemption price . A Change in Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Twi Holdings Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase purchase price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereon, and Additional Interest if any, toon the Notes repurchased, but excluding, to the purchase date (subject to the right of repurchase (Holders on the “Change of Control Payment”relevant record date to receive interest due on the relevant Interest Payment Date). Within Subject to clause (c) below, within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to the Trustee and each Holder:
(i) send, by first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the "SECURITY REGISTER"):
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day business day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment(including information with respect to pro forma historical income, all Notes accepted for payment pursuant cash flow and capitalization after giving effect to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl); and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 14(e)-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereofof the covenant described hereunder, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note note will be in a principal amount of $2,000 1,000 or in an integral multiples multiple of $1,000 1,000.
(c) Prior to complying with any of the provisions of this Section 4.18, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Gallipolis Care LLC)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date). .
(b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company (or at the request of the Company, the Trustee) shall deliversend, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder at such Holder’s address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifyNote Register, without limitation, the followinga notice stating:
(1) that the a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances giving rise to the NotesChange of Control;
(4) the procedures that any Note not tendered will continue Holders must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and
(5) thatthat on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price.
(c) The Company will comply, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to or rules of any securities exchange on which the extent those laws and regulations are applicable Notes may be listed in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations or rules of such securities exchange conflict with the provisions hereofof this Section 1015, the Issuer Company, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations hereunder under this Section 1015 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Sanmina-Sci Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price "Change of Control Offer." In the Change of Control Offer, the Issuers shall offer a "Change of Control Payment" in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers' compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (CCH Ii Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, unless all Notes have been called for redemption the Company shall, within 10 days of a Change of Control, make an offer (the "CHANGE OF CONTROL OFFER") pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each procedures set forth in Section 3.09. Each Holder of the Notes shall have the right to accept such offer and require the Issuer Company to repurchase all or any part portion (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder's Notes pursuant to the Change of Control Offer at a repurchase price purchase price, in cash cash, equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereon(the "CHANGE OF CONTROL PURCHASE PRICE") on the Notes repurchased, if any, to the Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date) to receive interest to, but excluding, the date Purchase Date).
(b) Prior to complying with any of repurchase (the “Change provisions of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed this "Change of Control" covenant, but after the public announcement of the proposed in any event within 90 days following a Change of Control, the Issuer shall deliverCompany will either repay all outstanding Senior Debt or obtain the requisite consents, or cause if any, under all agreements governing outstanding Senior Debt to be delivered, a notice (a “Change permit the repurchase of Control Offer”) to each Holder, with a copy to Notes required by this covenant. The Company will publicly announce the Trustee, describing the transaction or transactions that constitute or may constitute the Change results of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on or as soon as practicable after the Change of Control Payment Date;.
(6c) that Holders whose Notes of any series are being purchased only in part The Company will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes pursuant to an offer by the Company (a "Change of Control Offer") at an offer price (a repurchase price "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereoninterest, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, offering to repurchase Notes on a date (the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the "Change of Control Payment and the purchase dateDate") specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 90 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) thatmailed, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;procedures described in Section 3.08.
(6b) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned By 11:00 a.m. Eastern Time on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuer. Company.
(c) The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or an integral multiple thereof.
(d) Prior to complying with any of the provisions of this Section 4.14, but in integral multiples any event within 90 days following a Change of $1,000 in excess thereofControl, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Issuer Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) This Section 4.14 will be applicable whether or not any other provisions of this Indenture are applicable.
(f) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, unless the Company shall make an offer to all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder Holders of the Notes shall have the right to require the Issuer to repurchase all or any part of a Holder's Notes pursuant to the terms described below (equal to $2,000 or in integral multiples the "Change of $1,000 in excess thereofControl Offer") of such Notes at a repurchase purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, including Special Interest, if any, to, but excluding, to the repurchase date (subject to the right of repurchase Holders on the relevant record date to receive interest due on the relevant interest payment date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Xxxxx News Service or a similar business news service in the United States; and
(ii) to each Holdersend, by first-class mail, with a copy to the Trustee, describing to each Holder of Notes, at such Holder's address appearing in the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specifySecurity Register, without limitation, the followinga notice stating:
(1) that the a Change of Control Offer has occurred and an offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase repurchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for circumstances and relevant facts regarding the Notes;Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
(4) the procedures that any Note not tendered will continue Holders of Notes must follow in order to accrue interest;tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(5c) thatThe Company will comply, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrenderedextent applicable, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offercompliance.
Appears in 1 contract
Samples: Indenture (Tousa Delaware Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1.00 in principal amount, or in either case, an integral multiples of $1,000 in excess multiple thereof) of such that Holder’s Notes at pursuant to a repurchase price “Change of Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1.00 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers’ compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. Notwithstanding anything to the contrary in this Indenture, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered on the Change of Control Payment Date. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1.00 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes of each series shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess 160 multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Senior Bridge Loan Agreement (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder holder of the Notes shall will have the right to require the Issuer to repurchase all or any part (equal to $2,000 €100,000 or in an integral multiples multiple of $€1,000 in excess thereof) of such that holder’s Notes at pursuant to an offer (a repurchase price “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Amounts, if any, to, but excluding, on the Notes repurchased to the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, will mail a notice (a “Change of Control Offer”) to each Holderholder of the Notes or otherwise deliver a notice in accordance with Sections 3.02 and 3.03, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all offering to repurchase Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from on the date such notice is delivered (the “Change of Control Payment Date”);of
(3b) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofthis Section 4.12, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.12 by virtue of such conflict. compliance.
(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and;
(3iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall ; and
(iv) deliver or cause to be delivered to the Paying Agent the Notes properly accepted.
(d) If any Definitive Registered Notes have been issued, the Paying Agent will promptly deliver mail to each Holder holder of Definitive Registered Notes properly tendered the Change of Control Payment for such Notes, and the Trustee (or an authenticating agent appointed by it) will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder holder of Definitive Registered Notes a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note will be in a an aggregate principal amount of $2,000 or in that is at least €100,000 and integral multiples of $€1,000 in excess thereof. .
(e) The Issuer shall will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if if:
(i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer; or
(ii) notice of redemption has been given under this Indenture as described in Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(f) If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer as such rules require. For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders in substitution of the aforesaid publication and posting mechanisms.
Appears in 1 contract
Samples: Indenture
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase purchase price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereon, and Additional Interest if any, toon the Notes repurchased, but excluding, to the purchase date (subject to the right of repurchase (Holders on the “Change of Control Payment”relevant record date to receive interest due on the relevant Interest Payment Date). Within Subject to clause (c) below, within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to the Trustee and each Holder:
(i) send, by first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the "SECURITY REGISTER"):
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day business day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment(including information with respect to pro forma historical income, all Notes accepted for payment pursuant cash flow and capitalization after giving effect to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl); and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 14(e)-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereofof the covenant described hereunder, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered and not withdrawn; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note note will be in a principal amount of $2,000 1,000 or in an integral multiples multiple of $1,000 1,000.
(c) Prior to complying with any of the provisions of this Section 4.18, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Villa Pines Care LLC)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount Accreted Value plus, for any Change of such Notes repurchased plus Control Offer occurring after the Full Accretion Date, accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrete in value or accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value or accrue interest after the Change of Control Payment Date;
(6d) that Holders whose electing to have any Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the a Change of Control Offer is conditioned shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the Change reverse of Control Repurchase Event occurring on or the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date. The Issuer ;
(e) that Holders shall comply with be entitled to withdraw their election if the requirements Paying Agent receives, not later than the close of Rule 14e-1 under business on the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Issuer willname of the Holder, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an principal amount equal to the Change of Control Payment in respect of all Notes or portions at maturity of Notes properly tendereddelivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes Company shall have the right to require the Issuer offer to repurchase all or any part (equal to $US$2,000 or in an integral multiples multiple of $US$1,000 in excess thereof) of such the Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price purchase price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereon, if any, on the Notes repurchased to the purchase date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the date of repurchase (the “Change of Control Payment”Payment Date (as defined below)). Each Holder shall have the right to require the Company to repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to such offer. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after unless the public announcement Company has mailed or delivered a redemption notice with respect to all of the proposed Change of Controloutstanding Notes in accordance with Section 3.07, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Jxxxx News Service or similar business news service in the United States and
(ii) to each Holderdeliver, with a copy to the Trustee, describing to each Holder of Notes, at such Holder’s address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the “Security Register”), a notice stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes timely tendered will be accepted for paymentrepurchase;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the this Section 4.16 or other provisions hereofof this Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.16 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being tendered and purchased by the IssuerCompany. The paying agent Paying Agent shall promptly mail or deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $US$2,000 or in an integral multiples multiple of $US$1,000 in excess thereof.
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable. This Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Cascades Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) Except pursuant to Section 4.07(c), if a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall will have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of such the Notes repurchased to be repurchased, plus accrued and unpaid interest thereon, if anyinterest, to, but excluding, the repurchase date specified by the Company in the notice referred to below (subject to the right of repurchase Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).
(the “Change of Control Payment”b) Except pursuant to Section 4.07(c) or (d). Within , within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, send a notice (a “Change of Control Offer”) to each Holder of the Notes, by first-class mail at such Holder’s address appearing in the Note Register, or, in the case of Notes held in book-entry form, by electronic transmission in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, describing the transaction or transactions stating:
(i) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes timely tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which shall be will be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such the notice is delivered (the “Change of Control Payment Date”)mailed;
(3iii) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7iv) if the notice is delivered prior to procedures, determined by the date of consummation of the Change of ControlCompany consistent with this Indenture, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase Holders of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed must follow in order to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
tender their Notes (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2thereof) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notespayment, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion procedures that Holders of the Notes surrendered, if any; provided that each new Note must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(c) The Company will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if a if:
(i) A third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer, or
(ii) notice of redemption in respect of all of the outstanding Notes has been given pursuant to Section 11.03.
(d) A Change of Control Offer may be made in advance of, or conditioned upon, a Change of Control if a definitive agreement is in place.
(e) On the Change of Control Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof properly tendered pursuant to the applicable Change of Control Offer; (ii) deposit with the Paying Agent the Change of Control Purchase Price in respect of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly disburse to the holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate upon receipt of a Company Order and send (or cause to be transferred by book entry) to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of clause (c) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.
(g) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under this covenant by virtue of this compliance.
(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control payment plus, to the extent not included in the Change of Control payment, accrued and unpaid interest to the Redemption Date.
Appears in 1 contract
Samples: Indenture (Dean Foods Co)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:stating: 75
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together 76 with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1a) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2b) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3c) the CUSIP numbers for the Notes;
(4d) that any Note not tendered will continue to accrue interest;
(5e) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6f) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7g) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee pursuant to a Company Order will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 purchase such Holder's Notes, in whole, or in part in a principal amount that is an integral multiples multiple of $1,000 1,000, pursuant to the offer described in excess thereofSection 4.07(b) hereof (the "Change of such Notes Control Offer"), at a repurchase purchase price (the "Change of Control Purchase Price") in cash equal to 101% 101 percent of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, if any, to, but excluding, to the Change of Control Payment Date.
(b) Within 30 calendar days of the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliverCompany, or cause the Trustee at the request and expense of the Company, shall send to be deliveredeach Holder by first class mail, postage prepaid, a notice prepared by the Company stating:
(i) that a “Change of Control Offer”) to each Holder, with has occurred and a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made pursuant to this Section 4.07, and that all Notes that are timely tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price, and the purchase datedate Notes are to be purchased pursuant to the Change of Control Offer (the "Change of Control Payment Date"), which date shall be a Business Day date occurring no earlier than 30 calendar days and no nor later than 60 40 calendar days from subsequent to the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3) the CUSIP numbers for the Notes;
(4iii) that any Note Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;
(5v) that, unless the Issuer defaults in the payment of the Change of Control Payment, all that any Holder electing to have any Notes accepted for payment or portions thereof purchased pursuant to the a Change of Control Offer will cease be required to accrue interest after surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder's election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;
(vii) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;
(viii) if Certificated Notes have been issued pursuant to Section 2.06(c), that any Holder of Certificated Notes whose Certificated Notes of any series are being purchased only in part will be issued new Certificated Notes of such series equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of to $1,000 or an integral multiple thereof;
(ix) that the Trustee will return to the Holder of a Global Note that is being purchased in excess thereofpart, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and
(7x) if the notice is delivered prior any other information necessary to the date enable any Holder to tender Notes and to have such Notes purchased pursuant to this Section 4.07.
(c) of consummation of Notes or portions thereof so accepted for payment, payment in an amount equal to the Change of Control, that Control Purchase Price for such Notes or portions thereof. The Company shall publicly announce the results of the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.07, the Trustee shall act as the Paying Agent.
(d) Upon surrender and cancellation of a Certificated Note that is purchased in part pursuant to the Change of Control Offer, the Company shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Note, a new Certificated Note equal in principal amount to the unpurchased portion of such surrendered Certificated Note; provided that each such new Certificated Note shall be in a principal amount of $1,000 or an integral multiple thereof. Upon surrender of a Global Note that is purchased in part pursuant to a Change of Control Offer, the Paying Agent shall forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Note to an amount equal to the unpurchased portion of such Global Note, as provided in Section 2.05(c) hereof.
(e) The Issuer Company shall comply with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder or regulations, to the extent those such laws and regulations are applicable applicable, in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions purchase of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable pursuant to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 Subject to clause (c) below, within 10 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to the Trustee and each Holder:
(i) send, by first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder’s address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the “Security Register”):
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day business day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”)mailed;
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment(including information with respect to pro forma historical income, all Notes accepted for payment pursuant cash flow and capitalization after giving effect to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl); and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the date of consummation of the Change of Control, procedures that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on Holders must follow in order to withdraw an election to tender Notes (or prior to the Change of Control Payment Dateportions thereof) for payment. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofcovenant described hereunder, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue of such conflict. .
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 1,000 or in an integral multiples multiple of $1,000 1,000.
(c) Prior to complying with any of the provisions of this Section 4.18, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 eurodollars1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Xxxxxx's Notes at pursuant to the Change of Control Offer. In the Change of Control Offer, the Company shall offer (the "Change of Control Offer") a repurchase price payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereoninterest, if any, to, but excluding, thereon to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 20 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Company shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled, "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 eurodollars1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment plus accrued and unpaid interest, if any, thereon in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerCompany. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment plus accrued and unpaid interest, if any, thereon for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 eurodollars1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (360networks Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Eventoccurs, unless all Notes have been called for redemption pursuant to paragraph 3 the Issuers will make an offer (the “Change of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples multiple of $1,000 in excess thereof1,000) of such that Holder’s Notes pursuant to the Change of Control Offer at a repurchase price purchase price, in cash cash, equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus accrued and unpaid interest thereonon the Notes repurchased, if any, to, but excluding, to the date Purchase Date (subject to the right of repurchase Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
(the “Change of Control Payment”). b) Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “of such Change of Control Offer”) Offer by first class mail, postage prepaid, to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes tendered will shall be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will shall remain outstanding and continue to accrue interest;
(54) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(7) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and.
(7c) So long as the Notes are in global form, if the notice is delivered prior Issuers make an offer to the date of consummation purchase all of the Change of Control, that the Notes pursuant to a Change of Control Offer is conditioned on Offer, a Holder may exercise its option to elect for the Change purchase of Control Repurchase Event occurring on or prior Notes through the facilities of the Depositary, subject to the Change of Control Payment Date. its rules and regulations.
(d) The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control Repurchase Eventin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.18 of this Indenture, the Issuer will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations hereunder under this Section 4.18 by virtue of such conflict. .
(e) On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) prior to 11:00 a.m. (New York City time) on such date, deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Issuers.
(f) The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(g) Notwithstanding anything to the contrary in this Section 4.18, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer in this Section 4.18 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Trump Entertainment Resorts Holdings Lp)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase EventControl, unless all Notes have been called for redemption pursuant the Company shall offer to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase repur- chase all or any part (equal to $US$2,000 or in an integral multiples multiple of $US$1,000 in excess thereof) of such the Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price purchase price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of such Notes repurchased re- purchased, plus accrued and unpaid interest thereon, if any, on the Notes repurchased to the purchase date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the date of repurchase (the “Change of Control Payment”Payment Date (as defined below)). Each Holder shall have the right to require the Company to repur- chase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to such offer. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after unless the public announcement Company has mailed or delivered a redemption notice with respect to all of the proposed Change of Controloutstanding Notes in accordance with Section 3.07, the Issuer shall deliver, or Company shall:
(i) cause to be delivered, a notice (a “of the Change of Control Offer”Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and
(ii) to each Holderdeliver, with a copy to the Trustee, describing to each Holder of Notes, at such Xxxxxx’s ad- dress appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the “Security Register”), a notice stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes timely tendered will be accepted ac- cepted for paymentrepurchase;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3C) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the notice is delivered prior procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company will comply, to the date of consummation of the Change of Controlextent applicable, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the this Section 4.16 or other provisions hereofof this Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.16 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawfullaw- ful:
(1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment Pay- ment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being tendered and purchased by the IssuerCompany. The paying agent Paying Agent shall promptly mail or deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $US$2,000 or in an integral multiples multiple of $US$1,000 in excess thereof.
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no addi- tional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.
(d) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable. This Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitaliza- tion or similar transaction that does not involve a Change of Control.
(e) The Issuer Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in the manner, at the times and otherwise oth- erwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under such the Change of Control Offer.
Appears in 1 contract
Samples: Indenture
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer SFC to repurchase all or any part (equal to $2,000 1.00 or in an integral multiples of $1,000 in excess multiple thereof) of such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a repurchase price purchase price, in cash (the "CHANGE OF CONTROL PURCHASE PRICE"), equal to (i) during the Restricted Period, 101% of the aggregate principal amount of such Notes repurchased repurchased, or (ii) after the Restricted Period, 100% of the aggregate principal amount of Notes repurchased, in each case, plus accrued and unpaid interest thereonand Special Interest, if any, on the Notes repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”Payment Date (as defined below) (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the Change of Control Payment Date). Within 30 90 days following any Change of Control Repurchase Event orEffective Date, at the Issuer’s option, prior unless SFC has mailed a redemption notice with respect to any proposed Change of Control, but after the public announcement all of the proposed Change of Controloutstanding Notes in accordance with Section 3.03, the Issuer shall deliverSFC shall:
(i) send, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holderby first-class mail, with a copy to the Trustee, describing to each Holder, at such Holder's address appearing in the transaction or transactions securities register maintained in respect of the Notes by the Registrar (the "SECURITY REGISTER"), a notice (a "CHANGE OF CONTROL NOTICE") stating:
(A) that constitute or may constitute the a Change of Control Repurchase Event has occurred and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes timely tendered will be accepted for payment;
(2B) the Change of Control Payment Purchase Price and the purchase date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE");
(3C) the CUSIP numbers circumstances and relevant facts regarding the Change of Control;
(D) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment;
(E) the Holder's right to require SFC to purchase the Notes;
(4F) that any Note not tendered will continue to accrue interestthe name and address of each Paying Agent and Conversion Agent;
(5G) the then effective Conversion Rate and any adjustments to the Conversion Rate resulting from such Change of Control;
(H) that Notes as to which a Change of Control Repurchase Notice has been given may be converted into Common Stock pursuant to Article 14 of this Indenture only to the extent that the Change of Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(I) the procedures for withdrawing a Change of Control Repurchase Notice;
(J) that, unless the Issuer defaults in the payment of the SFC fails to pay such Change of Control PaymentPurchase Price, all Notes accepted for payment pursuant to the covered by any Change of Control Offer Repurchase Notice will cease to be outstanding and interest, if any, and Special Interest, if any, will cease to accrue interest on and after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7K) if the CUSIP number of the Notes. At SFC's request, the Trustee shall give such Change of Control Notice in SFC's name and at SFC's expense; provided, that, in all cases, the text of such Change of Control Notice shall be prepared by SFC. If any of the Notes is in the form of a Global Note, then SFC shall modify such notice is delivered to the extent necessary to accord with the Applicable Procedures relating to the purchase of Global Notes.
(b) A Holder may exercise its rights specified in Section 4.18(a) upon delivery of an executed "Option of Holder to Elect Purchase" contained in Exhibit A by letter, overnight courier, hand delivery, or facsimile transmission of the exercise of such rights (a "CHANGE OF CONTROL REPURCHASE NOTICE") to SFC or any Paying Agent at any time prior to the date close of consummation business on the Business Day next preceding the Change of Control Payment Date, subject to extension to comply with applicable law.
(i) The Change of Control Repurchase Notice shall state: (A) the certificate number (if such Note is held in certificated form) of the Note which the Holder will deliver to be purchased (or, if the Note is a Global Note, any other items required to comply with the Applicable Procedures), (B) the portion of the principal amount of the Note which the Holder will deliver to be purchased and (C) that such Note shall be purchased as of the Change of Control, that Control Payment Date pursuant to the Change terms and conditions specified in the Notes and in this Indenture.
(ii) The delivery of Control Offer is conditioned on the a Note for which a Change of Control Repurchase Event occurring on or Notice has been timely delivered to any Paying Agent and not validly withdrawn prior to the Change of Control Payment Date. The Issuer Date (together with all necessary endorsements) at the office of such Paying Agent shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder be a condition to the extent those laws and regulations are applicable in connection with receipt by the repurchase Holder of the Notes as Change of Control Purchase Price therefor.
(iii) SFC shall only be obliged to purchase, pursuant to this Section 4.18, a result portion of a Note if the principal amount of such portion is $1.00 or an integral multiple thereof (provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note).
(iv) Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent a Change of Control Repurchase Event. To Notice contemplated by this Section 4.18(b) shall have the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed right to have breached its obligations hereunder by virtue of withdraw such conflict. On the Change of Control Payment Date, the Issuer will, Repurchase Notice in whole or in a portion thereof that is a principal amount of $1.00 or in an integral multiple thereof at any time prior to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to close of business on the Change of Control Offer;
(2) deposit with the paying agent an amount equal Business Day prior to the Change of Control Payment Date by delivery of a written notice of withdrawal to a Paying Agent in respect of all Notes or portions of Notes properly tendered; andaccordance with Section 4.19.
(3v) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent A Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note notify SFC of the same series equal in principal amount to receipt by it of any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes Notice or written withdrawal thereof.
(vi) Anything herein to the contrary notwithstanding, in the case of Global Notes, any Change of Control Offer Repurchase Notice shall be delivered or withdrawn and such Notes shall be surrendered or delivered for purchase in the manner, at the times and otherwise in compliance accordance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control OfferApplicable Procedures.
Appears in 1 contract
Samples: Indenture (S&c Holdco 3 Inc)
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price an offer price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, if any, thereon to, but excludingnot including, the date of repurchase purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 ) on a date that is not more than 90 days following any after the occurrence of such Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) ; provided, however, that, notwithstanding the CUSIP numbers for occurrence of a Change of Control, the Notes;
(4) Issuer shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that it has mailed the notice to exercise its rights to redeem all of the Notes under Section 3.07 at any Note not tendered will continue time prior to accrue interest;
(5) thatthe occurrence of a Change of Control Offer. No later than 30 days following any Change of Control, unless the Issuer defaults has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 3.07, the payment Issuer shall:
(i) cause a notice of the Change of Control PaymentOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and
(ii) send, with a copy to the Trustee, or, at the Issuer’s request the Trustee shall send, by first-class mail, to each Holder, at such Holder’s address appearing in the securities register maintained in respect of the Notes by the Registrar (the “Security Register”) or, if the Notes are held through the Depositary, through the Applicable Procedures, a notice stating:
(A) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment pursuant to payment;
(B) the Change of Control Offer will cease to accrue interest after Purchase Price and the Change of Control Payment Date, which shall be, subject to any contrary requirements of applicable law, a Business Day no later than 90 days after the occurrence of a Change of Control;
(6C) that Holders whose Notes the circumstances and relevant facts regarding the Change of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. If the Change of Control Offer notice is delivered sent prior to the date of consummation occurrence of the Change of Control, that the Change of Control Offer is shall be conditioned on upon the occurrence of the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateControl. The Issuer shall comply will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willshall, to the extent lawful:,
(1i) accept for payment all Notes or portions thereof properly validly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent applicable Paying Agent (or, if the Issuer or any of the Restricted Subsidiaries is acting as the Paying Agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payment Payments in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee Trustee, the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuer. The paying agent applicable Paying Agent shall promptly mail or deliver to each Holder of Notes properly validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. .
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer shall will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in at the mannersame or higher purchase price, at the same times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer otherwise required to be made by the Issuer and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (GameStop Corp.)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price "Change of Control Offer." In the Change of Control Offer, the Issuers shall offer a "Change of Control Payment" in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers' compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteTriggering Event occurs, each Holder of the Notes shall will have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such that Xxxxxx’s Notes at pursuant to an offer on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a repurchase price payment in cash (the “Change of Control Payment) equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereonand Additional Interest, if any, to, but excluding, on the Notes repurchased to the date of repurchase (purchase, subject to the “Change rights of Control Payment”)Holders of notes on the relevant Regular Record Date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of ControlTriggering Event, the Issuer shall deliver, or cause to be delivered, Company will mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions and identifying the ratings decline that constitute or may together constitute the Change of Control Repurchase Triggering Event and shall specify, without limitation, offering to repurchase Notes on the following:
date specified in the notice (1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the “Change of Control Payment and the purchase dateDate”), which shall date will be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) thatmailed, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change procedures required by this Indenture and described in such notice. If mailed in a manner herein provided, the notice shall be conclusively presumed to have been given, whether or not a Holder receives such notice. In any case, failure to give notice or any defect in such notice to any Holder shall not affect the validity of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes proceedings for the repurchase of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Dateother Note. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereofof this Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under the Change of Control provisions of this Indenture by virtue of such conflictcompliance. On the Change of Control Payment Date, the Issuer Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The paying agent shall Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or in an integral multiples multiple of $1,000 in excess thereof. The Issuer shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable. The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given for all of the outstanding Notes pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Xerium Technologies Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, and unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer Company has been required previously exercised its right to redeem such all of the outstanding Notes pursuant to paragraph 4 of this NoteSection 3.07, each Holder of the Notes shall have the right to require that the Issuer to repurchase Company purchase all or any part a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to $2,000 or in integral multiples of $1,000 in excess thereof(i) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased thereof plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase purchase (such sum, the “Change of Control Payment”). Within 30 days following any the date upon which the Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Controloccurred, the Issuer shall deliverCompany must send, or cause to be deliveredby first class mail, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing which notice shall govern the transaction or transactions that constitute or may constitute terms of the Change of Control Repurchase Event and Offer. Such notice shall specify, without limitation, the followingstate:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes validly tendered and not withdrawn pursuant to such Change of Control Offer will be accepted for paymentpayment by the Company;
(2) the Change of Control Payment purchase price and the purchase date, which shall must be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is delivered mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will or accepted for payment shall continue to accrue interest;
(54) that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at
(6) the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date;
(7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;
(8) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to at least $2,000 in principal amount or in and integral multiples multiple of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date1,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will Company shall comply with the applicable such securities laws and regulations and will shall not be deemed to have breached its obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerCompany. Notwithstanding anything to the contrary in this Indenture, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered on the Change of Control Payment Date. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a minimum principal amount of $2,000 or in and an integral multiples multiple of $1,000 in excess thereof1,000. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Notwithstanding any other provision of this Section 4.16, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all such Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Saxon Capital Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(6d) that Holders whose electing to have any Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount pursuant to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the a Change of Control Offer is conditioned shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the Change reverse of Control Repurchase Event occurring on or the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2e) deposit with that Holders shall be entitled to withdraw their election if the paying agent an amount equal to Paying Agent receives, not later than the Change close of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to business on the Trustee second Business Day preceding the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.Change
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of (a) If a Change of Control Repurchase Eventoccurs, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note the Company has previously or the Issuer has been required concurrently exercised its right to redeem such Notes pursuant to paragraph 4 all of this Notethe Securities as described in Section 3.01, each Holder of the Notes Securities shall have the right right, in accordance with the terms and procedures of this Section 3.03, to require the Issuer Company to repurchase all or any part (equal to $2,000 25.00 or in integral multiples of $1,000 in excess thereof25.00) of such Notes that Holder’s Securities pursuant to an offer (a “Change of Control Offer”) at a repurchase cash purchase price in cash equal to 101% of the aggregate principal amount of such Notes Securities repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, on the date of repurchase Securities repurchased (the “Change of Control Payment”). , to the date of settlement of the Change of Control Offer (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date.
(b) The Change of Control Offer shall remain open for a period from the date the notice of the Change of Control Offer described in paragraph (c) is sent until a date determined by the Company that is at least 30 but not later than 60 days from the date of mailing of such notice.
(c) Within 30 days following any Change of Control Repurchase Event Control, unless the Company has previously or concurrently exercised the Company’s right to redeem all of the Securities as described in Section 3.01, the Company shall send, by first class mail (or, at in the Issuer’s optioncase of Global Securities, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be deliveredby electronic transmission), a notice (a “to each Holder and the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer”. The Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of Control Offer, shall state:
(i) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event Control, providing information, to the extent publicly available, regarding the Person or Persons acquiring control, and shall specify, without limitation, the following:
(1) stating that the Change of Control Offer is being made pursuant to this Section 3.03 and that that, to the extent lawful, all Notes Securities properly tendered will shall be accepted for payment;
(2ii) the purchase price, the last day of the Change of Control Payment Offer, and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Settlement Date”);
(3) the CUSIP numbers for the Notes;
(4iii) that any Note Security not properly tendered will or otherwise not accepted for repurchase shall continue to accrue interest;
(5iv) that, unless the Issuer Company defaults in the payment of the amount due on the Change of Control PaymentSettlement Date, all Notes Securities or portions thereof accepted for payment repurchase pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Settlement Date;
(6v) that Holders electing to have any Securities purchased pursuant to the Change of Control Offer will be required to tender the Securities, with the form entitled Option of Holder to Elect Purchase on the reverse of the Securities completed, or transfer the Securities by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice not later than the third Business Day preceding the Change of Control Settlement Date;
(vi) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the period described in paragraph (b), a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Securities repurchased in whole or in part;
(vii) that Holders whose Notes of any series Securities are being purchased repurchased only in part will be issued new Notes of such series Securities equal in principal amount to the unpurchased portion of the Notes surrenderedSecurities tendered (or transferred by book-entry transfer) that is not to be repurchased, which unpurchased portion will must be equal to $2,000 25.00 in principal amount or in an integral multiples multiple of $1,000 25.00 in excess thereof; and
(7viii) if the notice is delivered prior that, notwithstanding anything herein to the date of consummation contrary, all Securities held in book entry form shall be tendered and withdrawn in accordance with the applicable procedures of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. Depositary.
(d) The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions hereofthis Section 3.03, the Issuer will Company shall comply with the applicable such securities laws and regulations and will shall not be deemed to have breached its obligations hereunder under this Section 3.03 by virtue of such conflict. On .
(e) Promptly following the expiration of the Change of Control Payment DateOffer, the Issuer willCompany shall, to the extent lawful:
(1) , accept for payment all Notes Securities or portions thereof of Securities properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company shall on the Change of Control Settlement Date:
(2i) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and
(3ii) deliver or cause to be delivered to the Trustee the Notes so Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes Securities or portions of Notes such Securities being purchased by the Issuer. The paying agent Company.
(f) On the Change of Control Settlement Date, the Paying Agent shall promptly deliver mail to each Holder of Notes Securities properly tendered the Change of Control Payment for such NotesSecurities (or, if all the Securities are then Global Securities, make such payment through the facilities of DTC), and the Trustee will promptly shall authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series Security equal in principal amount to any unpurchased portion of the Notes Securities surrendered, if any; provided provided, however, that each new Note will Security shall be in a principal amount of $2,000 25.00 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.
(g) The provisions described in this Section 3.03 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of the Indenture are applicable.
(h) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party (including one of the Company’s Subsidiaries) makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Section 3.03 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes Securities properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption of all outstanding Securities has been given pursuant to Section 3.01, unless and until there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for such Change of Control at the time the Change of Control Offer is made.
(i) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer, and the Company, or any third party making the Change of Control Offer in lieu of the Company as described in this Section 3.03, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in this Section 3.03, to redeem all Securities that remain outstanding following such purchase at a Redemption Price (as calculated by the Company) in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to the date of redemption set forth in such notice, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date. To the extent not conflicting with the terms of this First Supplemental Indenture, including this Section 3.03(i), the terms of Article V of the Base Indenture shall apply to the redemption of the Securities pursuant to this Section 3.03(i).
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon (a) Except as provided in Section 4.08(c), upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall have the right to require the Issuer Company to repurchase all or any part (equal to $2,000 or in an integral multiples multiple of $1,000 in excess thereof) of such Holder’s Notes at a repurchase price in cash equal pursuant to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase an offer (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but not including, the repurchase date specified by the Company in the notice referred to below (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(b) Except as provided in Section 4.08(c) or (d), within 30 days following any Change of Control, the Company shall send a notice to each Holder of the Notes, by first-class mail at such Holder’s address appearing in the Note Register, or, in the case of Notes held in book-entry form, by electronic transmission in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, describing the transaction or transactions stating:
(i) that constitute or may constitute the a Change of Control Repurchase Event has occurred (or, with respect to a notice sent in advance of a Change of Control, is expected to occur) and shall specify, without limitation, the following:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes timely tendered will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price and the purchase daterepurchase date (the “Change of Control Purchase Date”), which shall be will be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such the notice is delivered (the “Change of Control Payment Date”)mailed;
(3iii) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of circumstances and relevant facts regarding the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7iv) if the notice is delivered prior to procedures, determined by the date of consummation of the Change of ControlCompany consistent with this Indenture, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase Holders of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed must follow in order to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
tender their Notes (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2thereof) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notespayment, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion procedures that Holders of the Notes surrendered, if any; provided that each new Note must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
(c) The Company will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if a if:
(i) A third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer, or
(ii) notice of redemption in respect of all of the outstanding Notes has been given pursuant to Section 3.03.
(d) A Change of Control Offer may be made in advance of, or conditioned upon, a Change of Control if a definitive agreement is in place.
(e) On the Change of Control Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof properly tendered pursuant to the applicable Change of Control Offer; (ii) deposit with the Paying Agent the Change of Control Purchase Price in respect of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly disburse to the holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate upon receipt of a Company Order and send (or cause to be transferred by book entry) to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to subclause (ii) of clause (e) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.
(g) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under this covenant by virtue of this compliance.
(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control payment plus, to the extent not included in the Change of Control payment, accrued and unpaid interest to, but not including, the Redemption Date.
Appears in 1 contract
Samples: Indenture (Molina Healthcare Inc)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Note, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s 's option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(6) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The paying agent Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof) of such that Holder's Notes at pursuant to a repurchase price Change of Control Offer. In the Change of Control Offer, the Issuers shall offer (a "Change of Control Offer") a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount Accreted Value plus, for any Change of such Notes repurchased plus Control Offer occurring after the Full Accretion Date, accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2a) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “"Change of Control Payment Date”");
(3) the CUSIP numbers for the Notes;
(4b) that any Note not tendered will shall continue to accrete in value or accrue interest;
(5c) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrete in value or accrue interest after the Change of Control Payment Date;
(6d) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(e) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 76
(f) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount at maturity or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflictControl. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount at maturity of Notes or portions of Notes thereof being purchased by the IssuerIssuers. The paying agent Paying Agent shall promptly deliver pay to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount or principal amount at maturity, as applicable, to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 or in integral multiples principal amount at maturity, as applicable, of $1,000 in excess or an integral multiple thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of 77 Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Charter Communications Holdings Capital Corp)
Repurchase at the Option of Holders Upon a Change of Control. Upon the occurrence of If a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this Noteoccurs, each Holder of the Notes shall have the right to require the Issuer Issuers to repurchase all or any part (equal to $2,000 1,000 in principal amount, or in either case, an integral multiples of $1,000 in excess multiple thereof) of such that Hxxxxx’s Notes at pursuant to a repurchase price “Change of Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repurchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer Issuers shall deliver, or cause to be delivered, mail a notice (a “Change of Control Offer”) to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the followingstating:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment purchase price and the purchase date, which shall be a not exceed 30 Business Day no earlier than 30 days and no later than 60 days Days from the date such notice is delivered mailed (the “Change of Control Payment Date”);
(3) the CUSIP numbers for the Notes;
(42) that any Note not tendered will shall continue to accrue interest;
(53) that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date;
(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing his election to have the Notes purchased; and
(6) that Holders whose Notes of any series are being purchased only in part will shall be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will must be equal to $2,000 1,000 in principal amount or in an integral multiples of $1,000 in excess multiple thereof; and
(7) if the notice is delivered prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.16, the Issuer will comply Issuers’ compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations hereunder by virtue of such conflictunder this Section 4.16. On the Change of Control Payment Date, the Issuer willIssuers shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerIssuers. Notwithstanding anything to the contrary in this Indenture, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered on the Change of Control Payment Date. The paying agent Paying Agent shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and deliver mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 1,000 or in an integral multiples of $1,000 in excess multiple thereof. The Issuer Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon a Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to paragraph 3 of this Note or the Issuer has been required to redeem such Notes pursuant to paragraph 4 of this NoteControl, each Holder of the Notes shall will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price an offer price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of such Notes repurchased thereof, plus accrued and unpaid interest thereoninterest, if any, thereon to, but excludingnot including, the date of repurchase purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 ) on a date that is not more than 90 days following any after the occurrence of such Change of Control Repurchase Event or, at the Issuer’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Issuer shall deliver, or cause to be delivered, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and shall specify, without limitation, the following:
(1) that the Change of Control Offer is being made and that all Notes tendered will be accepted for payment;
(2) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) ; provided, however, that, notwithstanding the CUSIP numbers for occurrence of a Change of Control, the Notes;
(4) Issuer shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that it has mailed the notice to exercise its rights to redeem all of the Notes under Section 3.07 at any Note not tendered will continue time prior to accrue interest;
(5) thatthe occurrence of a Change of Control Offer. No later than 30 days following any Change of Control, unless the Issuer defaults has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 3.07, the payment Issuer shall:
(i) cause a notice of the Change of Control PaymentOffer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and
(ii) send, with a copy to the Trustee, or, at the Issuer’s request the Trustee shall send, by first-class mail, to each Holder, at such Holder’s address appearing in the securities register maintained in respect of the Notes by the Registrar (the “Security Register”) or, if the Notes are held through the Depositary, through the Applicable Procedures, a notice stating:
(A) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes timely tendered will be accepted for payment pursuant to payment;
(B) the Change of Control Offer will cease to accrue interest after Purchase Price and the Change of Control Payment Date, which shall be, subject to any contrary requirements of applicable law, a Business Day no later than 90 days after the occurrence of a Change of Control;
(6C) that Holders whose Notes the circumstances and relevant facts regarding the Change of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereofControl; and
(7D) if the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. If the Change of Control Offer notice is delivered sent prior to the date of consummation occurrence of the Change of Control, that the Change of Control Offer is shall be conditioned on upon the occurrence of the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment DateControl. The Issuer shall comply will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereofof this Section 4.17, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder under this Section 4.17 by virtue of such conflict. compliance.
(b) On the Change of Control Payment Date, the Issuer willshall, to the extent lawful:,
(1i) accept for payment all Notes or portions thereof properly validly tendered and not withdrawn pursuant to the Change of Control Offer;
(2ii) deposit with the paying agent applicable Paying Agent (or, if the Issuer or any of the Restricted Subsidiaries is acting as the Paying Agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payment Payments in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee Trustee, the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuer. The paying agent applicable Paying Agent shall promptly mail or deliver to each Holder of Notes properly validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver mail (or cause to be transferred by book book-entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or in an integral multiples multiple of $1,000 in excess thereof. .
(c) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction that does not involve a Change of Control.
(e) The Issuer shall will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the a Change of Control Offer in at the mannersame or higher purchase price, at the same times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer otherwise required to be made by the Issuer and purchases all Notes properly validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (GameStop Corp.)
