Repurchase at the Option of Holders Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Issuer has exercised its right to redeem the Notes of such series pursuant to Section 3.01, each Holder of Notes of such series shall have the right to require the Issuer to purchase all or a portion of such Holder’s Notes of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes of such series on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of Notes, the Issuer will send, electronically or by first class mail, a notice to each Holder of Notes of such series, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and the Change of Control Triggering Event and offer to purchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 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 notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes of the applicable series validly tendered and not validly withdrawn will be accepted for payment; (2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than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, 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 such 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 the Note at the address specified in the notice, or transfer such Note to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, in each case, prior to the close of business on the third (3rd) 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, facsimile transmission, .pdf attachment 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 Notes purchased; (7) that Holders whose Notes of such series 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 of such series purchased and each new Note issued shall be in a principal amount of $2,000 each or integral multiples of $1,000 in excess thereof; (8) the circumstances and relevant facts regarding the Change of Control Triggering Event; and (9) if mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. (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 each 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 of such series or portions thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation all Notes of such series so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes of such series (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 (or cause to be authenticated) and deliver (or cause to be transferred by book entry) to each Holder of Notes a new Note of such series equal in principal amount to any unpurchased portion of the Notes of such series surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 each or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes of a series validly tender and do not withdraw the Notes of such series 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 of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 calendar days nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Upon the payment of the Change of Control Payment, the Trustee shall, subject to 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. (d) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes of such series validly tendered and not withdrawn under such Change of Control Offer. (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws and regulations.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Repurchase at the Option of Holders Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of NotesSecurities, unless the Issuer has exercised its right to redeem the Notes Securities of such series pursuant to Section 3.013.02, each Holder of Notes Securities of such series shall have the right to require the Issuer to purchase all or a portion of such Holder’s Notes Securities of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes Securities of such series on the relevant record date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of NotesSecurities, the Issuer will send, electronically or by first class mail, a notice to each Holder of Notes Securities of such series, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and the Change of Control Triggering Event and offer to purchase Notes Securities of the applicable series on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 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 notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes Securities of the applicable series 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, other than as may be required by law);
(3) that any Note Security of the applicable series not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note Security of the applicable series 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 Security of the applicable series purchased pursuant to the Change of Control Offer will be required to surrender such NoteSecurity, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Note Security completed, to the Paying Agent and Registrar for the Note Security of such series at the address specified in the notice, or transfer the Security of such Note series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, in each case, prior to the close of business on the third (3rd) 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, facsimile transmission, .pdf attachment or letter setting forth the name of the Holder, the principal amount of the Notes Securities of the applicable series the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing its election to have the Securities of such Notes series purchased;
(7) that Holders whose Notes Securities of such series are purchased only in part will be issued new Notes Securities in a principal amount equal to the unpurchased portion of the Notes Securities of the applicable series surrendered; provided, however, that each Note Security of such series purchased and each new Note Security issued shall be in a principal amount of $2,000 €100,000 each or integral multiples of $€1,000 in excess thereof;
(8) the circumstances and relevant facts regarding the Change of Control Triggering Event; and
(9) if mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes Securities of a series or portions thereof (in minimum amounts of $2,000 €100,000 each 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 Securities of such series or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation all Notes Securities of such series so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes Securities of such series (or portions thereof) being purchased by the Issuer. The Paying Agent will promptly remit to each Holder of Notes Securities of the applicable series so tendered the Change of Control Payment for the Securities of such Notesseries, 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 2.01Certificate, the Trustee shall promptly authenticate (or cause to be authenticated) and deliver (or cause to be transferred by book entry) to each Holder of Notes Securities of such series a new Note Security of such series equal in principal amount to any unpurchased portion of the Notes Securities of such series surrendered, if any; provided that each such new Note Security shall be in a principal amount of $2,000 €100,000 each or an integral multiple of $€1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes Securities of a series validly tender and do not withdraw the Notes Securities of such series 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 Securities of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 calendar days nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the NotesSecurities of such series, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.162.17, return the Notes Securities of the applicable series purchased to the Issuer 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 Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes Securities of such series validly tendered and not withdrawn under such Change of Control Offer.
(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws and regulations.
Appears in 1 contract
Repurchase at the Option of Holders Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of NotesSecurities, unless the Issuer has exercised its right to redeem the Notes Securities of such series pursuant to Section 3.013.02, each Holder of Notes Securities of such series shall have the right to require the Issuer to purchase all or a portion of such Holder’s Notes Securities of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes Securities of such series on the relevant record date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of NotesSecurities, the Issuer will send, electronically or by first class mail, a notice to each Holder of Notes Securities of such series, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and the Change of Control Triggering Event and offer to purchase Notes Securities of the applicable series on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 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 notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes Securities of the applicable series 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, other than as may be required by law);
(3) that any Note Security of the applicable series not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note Security of the applicable series 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 Security of the applicable series purchased pursuant to the Change of Control Offer will be required to surrender such NoteSecurity, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Note Security completed, to the Paying Agent and Registrar for the Note Security of such series at the address specified in the notice, or transfer the Security of such Note series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, in each case, prior to the close of business on the third (3rd) 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, facsimile transmission, .pdf attachment or letter setting forth the name of the Holder, the principal amount of the Notes Securities of the applicable series the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing its election to have the Securities of such Notes series purchased;
(7) that Holders whose Notes Securities of such series are purchased only in part will be issued new Notes Securities in a principal amount equal to the unpurchased portion of the Notes Securities of the applicable series surrendered; provided, however, that each Note Security of such series purchased and each new Note Security issued shall be in a principal amount of $2,000 €100,000 each or integral multiples of $€1,000 in excess thereof;
(8) the circumstances and relevant facts regarding the Change of Control Triggering Event; and
(9) if mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes Securities of a series or portions thereof (in minimum amounts of $2,000 €100,000 each 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 Securities of such series or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation all Notes Securities of such series so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes Securities of such series (or portions thereof) being purchased by the Issuer. The Paying Agent will promptly remit to each Holder of Notes Securities of the applicable series so tendered the Change of Control Payment for the Securities of such Notesseries, 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 2.01Certificate, the Trustee shall promptly authenticate (or cause to be authenticated) and deliver (or cause to be transferred by book entry) to each Holder of Notes Securities of such series a new Note Security of such series equal in principal amount to any unpurchased portion of the Notes Securities of such series surrendered, if any; provided that each such new Note Security shall be in a minimum principal amount of $2,000 €100,000 each or an integral multiple of $€1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes Securities of a series validly tender and do not withdraw the Notes Securities of such series 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 Securities of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 fifteen (15) calendar days nor more than 60 sixty (60) calendar days’ prior notice, given not more than 30 thirty (30) calendar days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the NotesSecurities of such series, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.162.17, return the Notes Securities of the applicable series purchased to the Issuer 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 Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes Securities of such series validly tendered and not withdrawn under such Change of Control Offer.
(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws and regulations.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Repurchase at the Option of Holders Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of NotesSecurities, unless the Issuer has exercised its right to redeem the Notes Securities of such series pursuant to Section 3.013.02, each Holder of Notes Securities of such series shall have the right to require the Issuer to purchase all or a portion of such Holder’s Notes Securities of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes Securities of such series on the relevant record date to receive interest due on the relevant Interest Payment Date.
(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of NotesSecurities, the Issuer will send, electronically or by first class mail, a notice to each Holder of Notes Securities of such series, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and the Change of Control Triggering Event and offer to purchase Notes Securities of the applicable series on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 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 notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes Securities of the applicable series 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, other than as may be required by law);
(3) that any Note Security of the applicable series not tendered will continue to accrue interest;
(4) that, unless the Issuer defaults in making payment therefor, any Note Security of the applicable series 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 Security of the applicable series purchased pursuant to the Change of Control Offer will be required to surrender such NoteSecurity, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Note Security completed, to the Paying Agent and Registrar for the Note Security of such series at the address specified in the notice, or transfer the Security of such Note series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, in each case, prior to the close of business on the third (3rd) 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, facsimile transmission, .pdf attachment or letter setting forth the name of the Holder, the principal amount of the Notes Securities of the applicable series the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing its election to have the Securities of such Notes series purchased;
(7) that Holders whose Notes Securities of such series are purchased only in part will be issued new Notes Securities in a principal amount equal to the unpurchased portion of the Notes Securities of the applicable series surrendered; provided, however, that each Note Security of such series purchased and each new Note Security issued shall be in a principal amount of $2,000 each or integral multiples of $1,000 in excess thereof;
(8) the circumstances and relevant facts regarding the Change of Control Triggering Event; and
(9) if mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment all Notes Securities of a series or portions thereof (in minimum amounts of $2,000 each 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 Securities of such series or portions thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation all Notes Securities of such series so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes Securities of such series (or portions thereof) being purchased by the Issuer. The Paying Agent will promptly remit to each Holder of Notes Securities of the applicable series so tendered the Change of Control Payment for the Securities of such Notesseries, 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 2.01Certificate, the Trustee shall promptly authenticate (or cause to be authenticated) and deliver (or cause to be transferred by book entry) to each Holder of Notes Securities of such series a new Note Security of such series equal in principal amount to any unpurchased portion of the Notes Securities of such series surrendered, if any; provided that each such new Note Security shall be in a principal amount of $2,000 each or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes Securities of a series validly tender and do not withdraw the Notes Securities of such series 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 Securities of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 calendar days nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the NotesSecurities of such series, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.162.17, return the Notes Securities of the applicable series purchased to the Issuer 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 Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuer and purchases all Notes Securities of such series validly tendered and not withdrawn under such Change of Control Offer.
(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws and regulations.
Appears in 1 contract
