Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of such repurchase. (b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company. (e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount. (f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 6 contracts
Samples: Thirteenth Supplemental Indenture (Stryker Corp), Ninth Supplemental Indenture (Stryker Corp), Senior Debt Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 original principal amount above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 original principal amount above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an €100,000 and integral multiple multiples of $€1,000 original principal amount above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.01(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases of all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 5 contracts
Samples: Twentieth Supplemental Indenture (Stryker Corp), Seventeenth Supplemental Indenture (Stryker Corp), Sixteenth Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a1) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right pursuant to the provisions of numbered paragraph 5 on the reverse side of the form of Note set forth in Exhibit A to redeem the Notes pursuant to the IndentureNotes, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) of that each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of such repurchasepurchase (the “Change of Control Payment”).
(b2) Within thirty (30) 30 days following the consummation of any Change of Control Repurchase Event or, at the option of the Company’s option, prior to the consummation of any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in the notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c3) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations promulgated 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 Change of Control Repurchase Event provisions of the Notesthis Section 1010, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 1010 by virtue of such conflict.
(d4) On the Change of Control Repurchase Event payment datePayment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) properly tendered pursuant to its offerthe Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(e5) The Paying Agent for the Notes shall promptly mail to each Holder of Notes properly tendered Notes the purchase repurchase price for the such Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations a principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f6) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. In the event that such third party terminates or defaults on its offerChange of Control Offer, the Company shall be required to make a Change of Control Offer treating the date of such termination or default by such third party as though it were the date of the Change of Control Repurchase Event.
Appears in 4 contracts
Samples: Third Supplemental Indenture (Cameron International Corp), Fourth Supplemental Indenture (Cameron International Corp), First Supplemental Indenture (Cameron International Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 4 contracts
Samples: Sixth Supplemental Indenture (Stryker Corp), Seventh Supplemental Indenture (Stryker Corp), Fifth Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the IndentureSecurities as described under paragraph 5 above, the Company shall be required to make an offer to each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant interest payment date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; · deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and · deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall Corporation 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall Corporation will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 4 contracts
Samples: Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the IndentureSecurities as described under paragraph 5 above, the Company shall be required to make an offer to each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant interest payment date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; • deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and • deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall Corporation 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall Corporation will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 4 contracts
Samples: Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of Notes shall have the Notes right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in minimum denominations of $2,000 and integral multiples of $1,000 above that amountexcess thereof) of that 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 such Holder’s aggregate principal amount of the Notes repurchased Notes, plus any accrued and unpaid interest on the Notes repurchased interest, if any, thereon to the date of such repurchasepurchase (the “Change of Control Payment”).
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any the consummation of such Change of Control, Control Repurchase Event but after the public announcement of an impending Change of Controlthereof, the Company Issuer shall mail send, or at the Issuer’s written request and expense the Trustee shall send, electronically or by first-class mail, postage prepaid, a notice to each HolderHolder of such Notes at its last registered address, with a copy to which notice shall govern the Trustee, describing terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering offer to repurchase the Notes on the payment purchase date specified in the notice, such notice (which date shall must be no earlier than thirty (30) 30 days and no nor later than sixty (60) 60 days from the date such notice is mailedsent, other than as may be required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of the Issuer or defeasance from its obligations with respect to the Notes. The notice shallto the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent, if mailed other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Note completed, to the Paying Agent and Registrar for such Note at the address specified in the notice prior to the date close of consummation business on the Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third Business Day prior to the Change of Control Payment Date, a telegram, telex, .pdf attachment, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing its election to have such Note purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of €100,000 or integral multiples of €1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control Repurchase Event.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof (in minimum amounts of €100,000 or an integral multiple of €1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount in Euros equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuer. Upon receipt by the Paying Agent of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail or deliver through Euroclear or Clearstream to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuer shall execute and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall promptly authenticate and send (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of ControlControl Offer on or as soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, state that the offer Trustee shall, subject to purchase is conditioned on the provisions of Section 2.16, return the Notes purchased to the Issuer for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event occurring on if (1) a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or prior (2) notice of redemption has been given pursuant to this Indenture as described in Article Three, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the payment date specified contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the noticeconsummation of such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(cf) The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder, 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 Change of Control Repurchase Event provisions of the Notesthis covenant, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof.
(g) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market, the Issuer will publish notices relating to the Change of Control Repurchase Event provisions Offer in accordance with the rules of the Notes or the Indenture by virtue of such conflictEuro MTF Market.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 3 contracts
Samples: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a1) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right pursuant to the provisions of paragraph 5 of the form of Note in Exhibit A hereto to redeem the Notes pursuant to the IndentureNotes, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) of that each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but excluding, the date of such repurchasepurchase (the “Change of Control Payment”).
(b2) Within thirty (30) 30 days following the consummation of any Change of Control Repurchase Event or, at the option of the Company’s option, prior to the consummation of any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in the notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c3) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations promulgated 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 Change of Control Repurchase Event provisions of the Notesthis Section 1010, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 1010 by virtue of such conflict.
(d4) On the Change of Control Repurchase Event payment datePayment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) properly tendered pursuant to its offerthe Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(e5) The Paying Agent for the Notes shall promptly mail to each Holder of Notes properly tendered Notes the purchase repurchase price for the such Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations a principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f6) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. In the event that such third party terminates or defaults on its offerChange of Control Offer, the Company shall be required to make a Change of Control Offer treating the date of such termination or default by such third party as though it were the date of the Change of Control Repurchase Event.
Appears in 3 contracts
Samples: Fifth Supplemental Indenture (Cameron International Corp), Supplemental Indenture (Cameron International Corp), Fourth Supplemental Indenture (Cameron International Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the IndentureSecurities as described under paragraph 5 above, the Company shall be required to make an offer to each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased interest, if any, to the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant interest payment date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring being consummated on or prior to the payment date specified in the notice.
(c) The 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 EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment datePayment Date, the Company shallwill, to the extent lawful:
(i) : • accept for payment all the Notes properly tendered Securities or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) Securities not validly withdrawn; • deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of required payment for all the Notes properly tendered Securities or portions of the Notes properly tenderedSecurities not validly withdrawn; and
(iii) and • deliver or cause to be delivered to the Trustee for cancellation the Notes properly acceptedrepurchased Securities, together with accompanied by an Officersofficers’ Certificate stating certificate stating, among other things, the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) Securities. The Company shall will not be required to make an offer a Change of Control Offer with respect to repurchase the Notes Securities upon the occurrence of a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such the third party purchases all Notes Securities properly tendered and not withdrawn under its offer.. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. For purposes of the foregoing discussion, the following definitions apply:
Appears in 3 contracts
Samples: Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 3 contracts
Samples: Third Supplemental Indenture (Stryker Corp), Second Supplemental Indenture (Stryker Corp), First Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 original principal amount above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 original principal amount above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an €100,000 and integral multiple multiples of $€1,000 original principal amount above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.02(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases of all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Nineteenth Supplemental Indenture (Stryker Corp), Twenty First Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Section 3.01 of this Supplemental Indenture, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase; provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending the transaction that constitutes or may constitute the Change of Control, the Company shall mail 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event payment dateEvent, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offerthe applicable Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(e) The Trustee shall promptly mail, or cause the Paying Agent shall to promptly mail mail, to each Holder of Notes properly tendered tendered, the purchase price for the Notes, and the Trustee shall promptly promptly, upon the receipt of a Company Order, authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(g) If Holders of not less than 95% 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 in Section 4.01(f) of this Supplemental Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following such purchase pursuant to the Change of Control Offer described in this Section 4.01, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.
Appears in 2 contracts
Samples: Supplemental Indenture (Autonation, Inc.), Supplemental Indenture (Autonation, Inc.)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Notes pursuant to the IndentureSecurities as provided in Section 2 above, the Company shall be required to will make an offer to each Holder of the Notes Securities to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amountand no Security of a principal amount of $2,000 or less will be repurchased in part) of that Holder’s Notes Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes Securities repurchased plus any accrued and unpaid interest on the Notes repurchased to Securities repurchased, to, but excluding, the date of such repurchase.
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of ControlControl (as defined below), but after the public announcement of an impending Change of Control, the Company shall will mail (or electronically deliver) a notice 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 offering to repurchase the Notes Securities on the payment date specified in the notice, which date shall will be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date such notice is mailed. The notice shall, if mailed or electronically delivered prior to the date of consummation of the Change of Control, state that the offer to purchase repurchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 3, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 3 by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shallwill, to the extent lawful:
(i) accept for payment all the Notes Securities or portions of the Notes Securities (in a minimum denominations principal amount of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its the aforementioned offer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all the Notes Securities or portions of the Notes Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes Securities properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities being repurchased by the Company.
(e) The Paying Agent shall paying agent will promptly mail (or cause to be delivered through the facilities of the Depositary) to each Holder of Notes Securities properly tendered the purchase repurchase price for the NotesSecurities, and the Trustee shall will promptly authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of any Notes Securities surrendered; provided, that each new Note shall Security will be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall will not be required to make an offer to repurchase the Notes Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer.
(g) The following terms for purposes of this Section 3 shall have the respective meanings specified below:
Appears in 2 contracts
Samples: Global Security Note (Dow Chemical Co /De/), Global Security Note (Dow Chemical Co /De/)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the IndentureSecurities as described under paragraph 5 above, the Company shall be required to make an offer to each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant Interest Payment Date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; · deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and · deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 2 contracts
Samples: Indenture (Boston Scientific Corp), Indenture (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Notes pursuant to the IndentureSecurities as provided in Section 2 above, the Company shall be required to will make an offer to each Holder of the Notes Securities to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amountand no Security of a principal amount of $2,000 or less will be repurchased in part) of that Holder’s Notes Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes Securities repurchased plus any accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to Securities repurchased, to, but excluding, the date of such repurchase.
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the Company’s option, prior to any Change of ControlControl (as defined below), but after the public announcement of an impending Change of Control, the Company shall will mail (or electronically deliver) a notice 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 offering to repurchase the Notes Securities on the payment date specified in the notice, which date shall will be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase repurchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 3, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 3 by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shallwill, to the extent lawful:
(i) accept for payment all the Notes Securities or portions of the Notes Securities (in a minimum denominations principal amount of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its the aforementioned offer;
(ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all the Notes Securities or portions of the Notes Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes Securities properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities being repurchased by the Company.
(e) The Paying Agent shall paying agent will promptly mail to each Holder of Notes Securities properly tendered the purchase repurchase price for the NotesSecurities, and the Trustee shall will promptly authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of any Notes Securities surrendered; provided, that each new Note shall Security will be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall will not be required to make an offer to repurchase the Notes Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer.
(g) The following terms for purposes of this Section 3 shall have the respective meanings specified below:
Appears in 2 contracts
Samples: Form of 3.600% Notes Due 2050 (Dow Inc.), Note Agreement (Dow Inc.)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.02(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Twenty Second Supplemental Indenture (Stryker Corp), Twenty Third Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the Indenture, Securities as described under paragraph 5 above or the Company shall be has been required to make an offer to redeem the Securities as described under paragraph 6 above, each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant interest payment date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; • deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and • deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall Corporation 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall Corporation will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 2 contracts
Samples: Security Agreement (Boston Scientific Corp), Security Agreement (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.01(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Supplemental Indenture (Stryker Corp), Twenty Fourth Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of Notes shall have the Notes right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in minimum denominations of $2,000 and integral multiples of $1,000 above that amountexcess thereof) of that 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 the Notes repurchased thereof plus any accrued and unpaid interest on the Notes repurchased interest, if any, thereon to the date of such repurchasepurchase (the “Change of Control Payment”).
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any the consummation of such Change of Control, Control Repurchase Event but after the public announcement of an impending Change of Controlthereof, the Company Issuer shall mail send, or at the Issuer’s written request and expense the Trustee shall send, by first-class mail, postage prepaid, a notice to each HolderHolder of Notes at its last registered address, with a copy to which notice shall govern the Trustee, describing terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering offer to repurchase the Notes on the payment purchase date specified in the notice, such notice (which date shall must be no earlier than thirty (30) 30 days and no nor later than sixty (60) 60 days from the date such notice is mailed, other than as required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of the Issuer or defeasance from its obligations with respect to the Notes. The notice shallto the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, if mailed other than as required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will 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 and Registrar for the Note at the address specified in the notice prior to the date close of consummation business on the Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third Business Day prior to the Change of Control Payment Date, a telegram, telex, .pdf attachment, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of €100,000 or integral multiples of €1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof (in minimum amounts of €100,000 or an integral multiple of €1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount in Euros equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuer. Upon receipt by the Paying Agent of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail or deliver through Euroclear or Clearstream to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuer shall execute and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of ControlControl Offer on or as soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, state that the offer Trustee shall, subject to purchase is conditioned on the provisions of Section 2.16, return the Notes purchased to the Issuer for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event occurring on if (1) a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or prior (2) notice of redemption has been given pursuant to this Indenture as described in Article Three, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the payment date specified contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the noticeconsummation of such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(cf) The Company Issuer shall comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act, Act and any other securities laws and regulations thereunder, 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 Change of Control Repurchase Event provisions of the Notesthis covenant, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof.
(g) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market, the Issuer will publish notices relating to the Change of Control Repurchase Event provisions Offer in a leading newspaper of general circulation in Luxembourg (which is expected to be the Notes or the Indenture by virtue of such conflict.
(dLuxembourger Wort) On the Change of Control Repurchase Event payment date, the Company shallor, to the extent lawful:
(i) accept for payment all and in the Notes or portions manner permitted by such rules, post such notices on the official website of the Notes Luxembourg Stock Exchange (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Companyxxx.xxxxxx.xx).
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer a Change of Control Offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.01(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases of all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 1 contract
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of Notes shall have the Notes right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in minimum denominations of $2,000 and integral multiples of $1,000 above that amountexcess thereof) of that 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 the Notes repurchased thereof plus any accrued and unpaid interest on the Notes repurchased interest, if any, thereon to the date of such repurchasepurchase (the “Change of Control Payment”).
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any the consummation of such Change of Control, Control Repurchase Event but after the public announcement of an impending Change of Controlthereof, the Company Issuer shall mail send, or at the Issuer’s written request and expense the Trustee shall send, by first-class mail, postage prepaid, a notice to each HolderHolder of Notes at its last registered address, with a copy to which notice shall govern the Trustee, describing terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering offer to repurchase the Notes on the payment purchase date specified in the notice, such notice (which date shall must be no earlier than thirty (30) 30 days and no nor later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of the Issuer or defeasance from its obligations with respect to the Notes. The notice shallto the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, if mailed other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will 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 and Registrar for the Note at the address specified in the notice prior to the date close of consummation business on the Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third Business Day prior to the Change of Control Payment Date, a telegram, telex, .pdf attachment, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of €100,000 or integral multiples of €1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof (in minimum amounts of €100,000 or an integral multiple of €1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount in Euros equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuer. Upon receipt by the Paying Agent of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail or deliver through Euroclear or Clearstream to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuer shall execute and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of ControlControl Offer on or as soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, state that the offer Trustee shall, subject to purchase is conditioned on the provisions of Section 2.16, return the Notes purchased to the Issuer for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event occurring on if (1) a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or prior (2) notice of redemption has been given pursuant to this Indenture as described in Article Three, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the payment date specified contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the noticeconsummation of such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(cf) The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder, 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 Change of Control Repurchase Event provisions of the Notesthis covenant, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof.
(g) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market, the Issuer will publish notices relating to the Change of Control Repurchase Event provisions Offer in a leading newspaper of general circulation in Luxembourg (which is expected to be the Notes or the Indenture by virtue of such conflict.
(dLuxembourger Wort) On the Change of Control Repurchase Event payment date, the Company shallor, to the extent lawful:
(i) accept for payment all and in the Notes or portions manner permitted by such rules, post such notices on the official website of the Notes Luxembourg Stock Exchange (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Companyxxx.xxxxxx.xx).
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amountin excess thereof) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amountin excess thereof.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.01(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 1 contract
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 above that amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 €100,000 and integral multiples of $€1,000 above that amountin excess thereof) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 €100,000 or an integral multiple of $€1,000 above that amountin excess thereof.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.01(d).
(g) 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 such an offer in lieu of the Company pursuant to subsection (f) of this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than ten (10) days nor more than sixty (60) days’ prior notice, provided that such notice is given not more than thirty (30) days following such repurchase pursuant to subsection (b) of this Section 4.01, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Second Change of Control Payment Date.
Appears in 1 contract
Samples: Twenty Seventh Supplemental Indenture (Stryker Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the Indenture, Securities as described under paragraph 5 above or the Company shall be has been required to make an offer to redeem the Securities as described under paragraph 6 above, each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or a portion (equal to €100,000 and any part (in minimum denominations of $2,000 and integral multiples of $€1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant Interest Payment Date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; · deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and · deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Indenture (Boston Scientific Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a1) If Upon the occurrence of a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the IndentureEvent, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) of that each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of such repurchasepurchase (the “Change of Control Payment”).
(b2) Within thirty (30) 30 days following the consummation of any Change of Control Repurchase Event or, at the option of the Company’s option, prior to the consummation of any Change of Control, but after the public announcement of an impending Change of Control, the Company shall mail a notice 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) 30 days and no later than sixty (60) 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in the notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c3) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations promulgated 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 Change of Control Repurchase Event provisions of the Notesthis Section 1010, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 1010 by virtue of such conflict.
(d4) On the Change of Control Repurchase Event payment datePayment Date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations amounts of $2,000 and integral multiples of $1,000 above that amountin excess thereof) properly tendered pursuant to its offerthe Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all the Notes or portions of the Notes properly tenderedtendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased purchased by the Company.
(e5) The Paying Agent for the Notes shall promptly mail to each Holder of Notes properly tendered Notes the purchase repurchase price for the such Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations a principal amount of $2,000 or an integral multiple of $1,000 above that amount.
(f6) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. In the event that such third party terminates or defaults on its offerChange of Control Offer, the Company shall be required to make a Change of Control Offer treating the date of such termination or default by such third party as though it were the date of the Change of Control Repurchase Event.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Cameron International Corp)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right option to redeem the Notes pursuant to the Indenture, Securities as described under paragraph 5 above or the Company shall be has been required to make an offer to redeem the Securities as described under paragraph 6 above, each Holder of the Notes Securities will have the right to repurchase require the Company to purchase all or any part a portion (in minimum denominations of equal to $2,000 and any integral multiples of $1,000 above that amountin excess thereof) of that such Holder’s Notes Securities pursuant to the offer described below (a “Change of Control Offer”) at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased such Holder’s Securities that are repurchased, plus any accrued and unpaid interest on the Notes repurchased to interest, if any, to, but not including, the date of such repurchase.
repurchase (b) Within thirty (30) days following any the “Change of Control Repurchase Event orPayment”), at subject to the option rights of Holders of Securities on the Company, prior relevant record date to any Change of Control, but after receive interest due on the public announcement of an impending Change of Control, the relevant interest payment date. The Company shall mail will be required to send a notice to each HolderHolder of the Securities by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment purchase date. The purchase date specified in the notice, which date shall will be at least 30 days but no earlier more than thirty (30) days and no later than sixty (60) 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept for payment all properly tendered Securities or portions of Securities not validly withdrawn; · deposit with the Paying Agent the required payment for all properly tendered Securities or portions of Securities not validly withdrawn; and · deliver or cause to be delivered to the Trustee the repurchased Securities, accompanied by an officers’ certificate stating, among other things, the aggregate principal amount of repurchased Securities. The Company will not be required to make a Change of Control Offer with respect to the Securities upon the occurrence of a Change of Control Repurchase Event occurring on or prior to the payment date specified if a third party makes such an offer in the notice.
(c) manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture. The Company shall Corporation 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 applicable, in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the NotesSecurities, the Company shall Corporation will comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Repurchase Event Offer provisions of the Notes or the Indenture Securities by virtue of any such conflict.
(d) On . For purposes of the Change of Control Repurchase Event payment dateforegoing discussion, the Company shall, to the extent lawfulfollowing definitions apply:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If Upon the occurrence of a Change of Control Repurchase Event occursEvent, unless the Company has exercised its right to redeem the Notes pursuant to the Indenture, the Company shall be required to make an offer to each Holder of Notes shall have the Notes right to require the Issuer to repurchase all or any part (in minimum denominations of equal to $2,000 and or an integral multiples multiple of $1,000 above that amountin excess thereof) of that 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 the Notes repurchased thereof plus any accrued and unpaid interest on the Notes repurchased to interest, if any, thereon to, but excluding, the date of such repurchasepurchase (the “Change of Control Payment”).
(b) Within thirty (30) 30 days following any Change of Control Repurchase Event or, at the option of the CompanyIssuer’s option, prior to any the consummation of the transaction that would result in the Change of Control, Control Repurchase Event but after the public announcement of an impending Change of Controlthereof, the Company shall Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, send electronically), a written notice to each Holder, with a copy to Holder and the Trustee, describing . The notice shall describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering offer to repurchase the Notes on the payment purchase date specified in the notice, such notice (which date shall must be no earlier than thirty (30) 15 days and no nor later than sixty (60) 60 days from the date such notice is mailedsent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. The Such notice shallshall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the offer price and the Change of Control Payment Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, if mailed unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will 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 and Registrar for the Note at the address specified in the notice prior to the date close of consummation business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third Business Day prior to the Change of Control Payment Date, a letter or e-mail setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing its election to have such Note purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof (in minimum amounts of $2,000 or an integral multiple of $1,000 in excess 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 thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation all Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuer. The Paying Agent will promptly remit to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuer shall execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any other Person making a Change of Control Offer in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 15 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 excluding the Change of Control Payment Date. Upon the payment of the Change of ControlControl Payment, state that the offer Issuer shall, subject to purchase is conditioned on the provisions of Section 2.16, deliver or cause to be delivered the Notes purchased to the Trustee for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(d) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event occurring on 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 in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in Article Three, prior to the date the Issuer is required to send notice of the Change of Control Offer to the Holders of the Notes, unless and until there is a default in payment date specified 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 noticeconsummation 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 and such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.08.
(ce) The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder, 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 Change of Control Repurchase Event provisions of the Notesthis Section 4.08, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture this Section 4.08 by virtue of such conflictthereof.
(d) On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee shall promptly authenticate and mail (or, if a Global Note, to be adjusted on the Schedule of Exchanges attached thereto) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in minimum denominations of $2,000 or an integral multiple of $1,000 above that amount.
(f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Repurchase at the Option of Holders Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to the Section 3.01 or 3.02 of this Supplemental Indenture, as applicable, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 above that amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to to, but not including, the date of such repurchase; provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess thereof.
(b) Within thirty (30) days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of an impending the transaction that constitutes or may constitute the Change of Control, the Company shall mail 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 offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The 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 Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict.
(d) On the repurchase date following a Change of Control Repurchase Event payment dateEvent, the Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000 and in integral multiples of $1,000 above that amountin excess thereof) properly tendered pursuant to its offerthe applicable Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being repurchased purchased by the Company.
(e) The Trustee shall promptly mail, or cause the Paying Agent shall to promptly mail mail, to each Holder of Notes properly tendered tendered, the purchase price for the Notes, and the Trustee shall promptly promptly, upon the receipt of a Company Order, authenticate and mail (or, if a Global Note, or cause to be adjusted on the Schedule of Exchanges attached theretotransferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in a minimum denominations principal amount of $2,000 or an integral multiple of $1,000 above that amountin excess thereof.
(f) The Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(g) If Holders of not less than 95% in aggregate principal amount of the Outstanding Notes of a series 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 in Section 4.01(f) of this Supplemental Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than fifteen (15) nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following such purchase pursuant to the Change of Control Offer described in this Section 4.01, to redeem all Notes of that series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.
Appears in 1 contract
