Repurchase at the Option of Holders upon Change of Control. If a Change of Control occurs, each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest on such Notes, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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the Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than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 Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.
Appears in 9 contracts
Samples: Supplemental Indenture (Cargill Fertilizer, LLC), Supplemental Indenture (Cargill Fertilizer, LLC), Supplemental Indenture (Mosaic Co)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occursoccurs with respect to the Senior Notes, unless the Company has previously or concurrently exercised its right to redeem all of the Senior Notes pursuant to Section 2.9, each Holder of Senior Notes will shall have the right to require the Company to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Senior Notes pursuant to the offer described below in this Section 2.16 (the “Change of Control Offer”). In the Change of Control Offer, the Company will shall offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Senior Notes purchased to be repurchased plus accrued and unpaid interest on such Notesthereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase).
(b) No later than 30 days following any Change of Control, the Company shall mail a notice to each Holder describing that Change of Control and offering to repurchase the Senior Notes on the date specified in such notice (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn date 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 Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after procedures required by the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Indenture and Registrar for the Notes at the address specified described in the notice prior to the close of 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 second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Controlnotice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to in connection with the purchase repurchase of the Senior Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.16 by virtue of the Company’s compliance with such securities laws or regulations.
(c) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(xi) accept for payment all Senior Notes or portions of Notes thereof properly tendered in pursuant to the Change of Control Offer; ;
(yii) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Senior Notes or portions of Notes thereof so tendered; and and
(ziii) deliver or cause to be delivered to the Trustee (a) an Officer’s Certificate to the Trustee stating that such Senior Notes or portions thereof have been tendered to and purchased by the Company and (b) at the Company’s option, the Senior Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Companyfor cancellation. The Paying Agent will shall promptly mail to each Holder of Senior Notes so tendered and not withdrawn the Change of Control Payment for themsuch tendered Senior Notes, with such payments to be made through the facilities of DTC for all Senior Notes in global form, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any. Each , by such Holder; provided that each such new Senior Note will be in a principal amount of $1,000 2,000 or an integral multiple of $1,000. Except 1,000 in excess thereof.
(d) The Company shall publicly announce the results of the Change of Control Offer on, or as soon as practicable after, the Change of Control Payment Date.
(e) The provisions described in this Section 4.18, this Indenture does not contain provisions 2.16 that permit the Holders of Notes to require that the Company purchase to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or redeem not any other provisions of the Notes in the event of a takeover, recapitalization or similar transaction. Indenture are applicable.
(f) The Company will shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding , (ii) a notice of redemption for all outstanding Senior Notes has been given, unless and until there is a default in payment of the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, applicable redemption price or (iii) in connection with or in contemplation of any publicly announced Change of Control, it the Company has made an offer to purchase (an “Alternate Offer”) any and all Senior Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Senior Notes properly tendered in accordance with the terms of such the Alternate Offer.
(g) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer or Alternate Offer. This The closing date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control Triggering Event may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 20 Business Days nor later than 60 days from the date the Change of Control Offer notice is sent, subject to extension, as described in Section 4.18 will 2.16(a).
(h) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, Senior Notes and/or Guarantees (but the Change of Control Offer may not apply after condition tenders on the Fall-Away Eventdelivery of such consents).
(i) If Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw such Senior Notes in a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described in Section 2.16(f), purchases all of the Senior Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Senior Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment or Alternate Offering price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase).
Appears in 3 contracts
Samples: Twelfth Supplemental Indenture (EQT Corp), Thirteenth Supplemental Indenture (EQT Corp), Eleventh Supplemental Indenture (EQT Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursTriggering Event, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, thereon to but excluding the purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or after the Change of Control Payment Date.
(b) Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to the consummation of such Change of Control Triggering Event, the Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, send electronically) a notice to each Holder and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control Triggering Event and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 20 Business Days nor later than 60 days from the date such notice is sent, other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer 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 20 Business Days nor later than 60 days from the date such notice is mailedsent, other than as may be required by law); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes Note at the address specified in the notice 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 tendered Notes and their election to require the Issuer to purchase such Notes if the Paying Agent receives, not later than the second Business Day prior to expiration time of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;
(7) that if the Issuer is redeeming less than all of the Notes, 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 minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or integral multiples thereofsuch other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. The Company will comply other instructions, as determined by the Issuer, consistent 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 to the purchase of the Notes as this Section 4.08 that a result of a Change of Control. Holder must follow.
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: permitted by law:
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $1,000 or an integral multiple thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will shall be in a minimum principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption. 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 Company 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 (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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in paragraph 5 of the Notes or as set forth in Section 9.01, 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the Company will not be required consummation of such Change of Control Triggering Event, or such other conditions specified therein, if a definitive agreement is in place for the Change of Control Triggering 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 Section 4.08. The Issuer’s obligation to make a Change of Control OfferOffer shall not continue after a discharge of the Issuer, as provided above, if, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations with respect to the Notes.
(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 such laws and regulations are applicable in connection with or in contemplation the repurchase of any Change the Notes as a result of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the terms applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.
(f) Other than as specifically provided in this Section 4.08, any purchase pursuant to this Section 4.08 shall be made pursuant to the provisions of such Alternate Offer. This Sections 3.02, 3.05 and 3.06.
(g) The provisions of this Section 4.18 will not apply after 4.08 relating to the Fall-Away EventIssuer’s obligation to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of then outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer ) at a payment purchase price (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to but excluding the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase (the “Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under the terms of paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Payment Date”). Offer and redeems the Notes in accordance with such notice.
(b) Within 30 days following the date on which a any Change of Control occursthe Issuer shall (x) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States, the Company shall and (y) send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder’s address and appearing in the TrusteeNote register, which a notice shall govern the terms of the stating:
(i) that a Change of Control Offer. The notice to the Holders shall contain all instructions has occurred or will occur and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price and the repurchase date (the “Change of Control Payment Date (Date”), which shall be be, subject to any contrary requirements of applicable law, a Business Day 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);
(3iii) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to circumstances and relevant facts regarding the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;Control; and
(5iv) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Issuer or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Issuer receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to Issuer shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause Purchase Price payable to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.the
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occursoccurs at any time, each Holder of Notes will have the right (a “Change of Control Repurchase Right”), at its option, to require the Company to purchase for cash any or all of its Notes, or any part (portion of the principal amount thereof, that is equal to $1,000 1.00 or multiple of $1.00. The price the Company is required to pay is equal to 101% of the principal amount of the Notes to be purchased plus accrued and unpaid interest, including any Supplementary Interest, to but excluding the Change of Control Purchase Date (unless the Change of Control Purchase Date is after an integral multiple thereof) of that Holder’s Notes pursuant Interest Record Date and on or prior to the offer described below Interest Payment Date to which such Record Date relates, in which case the Company will instead pay the full amount of accrued and unpaid interest (including Supplementary Interest, if any) to the holder of record on such record date and the Change of Control purchase price will be equal to 100% of the principal amount of the Notes to be purchased). Any Notes purchased by the Company will be paid for in cash.
(b) On or before the 20th day after the occurrence of a Change of Control, the Company will provide to all Holders and the Trustee and Paying Agent a duly completed notice (a “Change of Control Purchase Notice”) in the form set forth on the reverse of the Note of the occurrence of the Change of Control and of the resulting purchase right. Such notice shall state, among other things:
(1) the events causing a Change of Control;
(2) the date of the Change of Control;
(3) the last date on which a Holder may exercise the Change of Control Repurchase Right;
(4) a Change of Control purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased to be purchased, plus accrued and unpaid interest on such Notesthereon, if anyincluding any Supplementary Interest, to to, but excluding, the date of purchase (the “Change of Control Payment Purchase Date”). Within 30 days following ;
(5) the date on Change of Control Purchase Date;
(6) the name and address of the Paying Agent and the Conversion Agent, if applicable;
(7) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(8) if applicable, that the Notes with respect to which a Change of Control occurs, Purchase Notice has been delivered by a Holder may be converted only if the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of withdraws the Change of Control Offer. The Purchase Notice in accordance with the terms of this Indenture; and
(9) the procedures that Holders must follow to require the Company to purchase their Notes.
(c) Simultaneously with providing a Change of Control Purchase Notice, the Company will publish a notice to containing the Holders shall contain all instructions and materials necessary to enable information set out in clauses (1) through (8) of Section 4.16(b) in a newspaper of general circulation in New York City or publish such Holders to tender Notes pursuant to information on its website or through such other public medium as the Company may use at the time.
(d) To exercise the Change of Control OfferPurchase Right, the Holders must deliver, on or before the Business Day immediately preceding the Change of Control Purchase Date, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the form entitled “Form of Change of Control Purchase Notice” on the reverse side of the Notes duly completed, to the Paying Agent. Such notice shall A Holder’s Change of Control Purchase Notice must state:
(1) that if certificated, the Change certificate numbers of Control Offer is being made pursuant its Notes to this Section 4.18 and that all Notes validly tendered and be delivered for purchase or if not withdrawn will be accepted for paymentcertificated, the Holder’s notice must comply with appropriate DTC procedures;
(2) the Change portion of Control Payment and the Change principal amount of Control Payment Date (Notes to be purchased, which shall 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);$1.00 or an integral multiple thereof; and
(3) that any Note not tendered will continue the Notes are to accrue interest;
(4) that, unless be purchased by the Company defaults in making payment therefor, any Note accepted for payment pursuant to the applicable provisions of the Notes and Section 4.16 of this Indenture.
(e) A Holder may withdraw any Change of Control Offer shall cease to accrue interest after the Change Purchase Notice (in whole or in part) by a written notice of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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, withdrawal delivered to the Paying Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior immediately preceding the Change of Control Purchase Date (the “Change of Control Purchase Expiration Time”). The notice of withdrawal shall state:
(1) the principal amount of the withdrawn Notes;
(2) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the Holder’s notice must comply with appropriate DTC procedures; and
(3) the principal amount, if any, which remains subject to the Change of Control Payment Date;Purchase Notice.
(6f) that Holders The Company will be entitled required to withdraw their election if purchase the Paying Agent receives, not later than the second Business Day prior to Notes on the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount . The Holders of the Notes will receive payment of the Holder delivered for purchase and a statement that such Holder is withdrawing its election Change of Control Purchase Price on the later of the Change of Control Purchase Date or the time of book-entry transfer or the delivery of the Notes. If the Paying Agent holds money or securities sufficient 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 pay the unpurchased portion Change of Control Purchase Price of the Notes surrendered; providedon the Change of Control Purchase Date, howeverthen:
(1) the Notes will cease to be outstanding and interest, that each Note purchased and each new Note issued shall be in a principal amount including Supplementary Interest, if any, will cease to accrue (whether or not book-entry transfer of $1,000 the Notes is made or integral multiples thereofwhether or not the Notes are delivered to the Paying Agent); and
(8) 2) all other rights of the circumstances and relevant facts regarding such Holder will terminate (other than the right to receive the Change of ControlControl Purchase Price).
(g) In connection with any purchase offer pursuant to a Change of Control Purchase Notice, the Company will, if required (i) comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; and (ii) file a Schedule TO or any other required schedule under the Exchange Act. The In addition, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions in connection with each repurchase of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal pursuant to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer or a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.
(h) No Notes may be purchased at the option of Holders upon a Change of Control pursuant to this Section 4.16 if a third party makes the Change principal amount of Control Offer in the mannerNotes has been accelerated, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable such acceleration has not been rescinded, on or prior to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventdate.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If In the event of the occurrence of a Change of Control occurs(the date of such occurrence being the “Change of Control Date”), the Company shall, within 30 days after the occurrence of such Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”) for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder with a copy to the Trustee stating:
(1) that a Change of Notes will have Control has occurred and that such Holder has the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesand Additional Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (repurchase date, which shall be a Business Day 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 Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company. The Paying Agent will promptly mail , consistent with this Indenture, that a Holder must follow in order to each Holder of have its Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionpurchased. The Company will not be required to make a Change of Control Offer upon following a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, If the Company will not be required to make makes a Change of Control Offer, as provided abovethe Company will comply with all applicable tender offer laws and regulations, ifincluding, in connection with to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable federal or in contemplation state securities laws and regulations and any applicable requirements of any Change securities exchange on which the Notes are listed, and any violation of Control, it has made an offer the provisions of this Indenture relating to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the such Change of Control Payment and has purchased all Notes properly tendered in accordance Offer occurring as a result of such compliance shall not be deemed an Event of Default or an event that, with the terms passing of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventtime or giving of notice, or both, would constitute an Event of Default.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer ) at a payment purchase price (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to but excluding the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase (the “Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under the terms of paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Payment Date”). Offer and redeems the Notes in accordance with such notice.
(b) Within 30 days following the date on which a any Change of Control occursthe Issuer shall (x) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jxxxx News Service or similar business news service in the United States, the Company shall and (y) send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder’s address and appearing in the TrusteeNote register, which a notice shall govern the terms of the stating:
(i) that a Change of Control Offer. The notice to the Holders shall contain all instructions has occurred or will occur and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Purchase Price and the repurchase date (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not later than 60 days from the date such notice is mailed, other than as may be required by law);
(3iii) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to circumstances and relevant facts regarding the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;Control; and
(5iv) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Issuer or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Issuer receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On 10:00 a.m. New York City time on the Change of Control Payment Date, the Company will, to Issuer shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrenderedor, if any. Each such new Note will be in a principal amount the Issuer or any of $1,000 or an integral multiple of $1,000. Except its Subsidiaries is acting as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.the
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occursoccurs at any time, each Holder of Notes will have the right (a “Change of Control Repurchase Right”), at its option, to require the Company to purchase for cash any or all of its Notes, or any part (portion of the principal amount thereof, that is equal to $1,000 1.00 or multiple of $1.00. The price the Company is required to pay is equal to 101% of the principal amount of the Notes to be purchased plus accrued and unpaid interest, including any Supplementary Interest, to but excluding the Change of Control Purchase Date (unless the Change of Control Purchase Date is after an integral multiple thereof) of that Holder’s Notes pursuant Interest Record Date and on or prior to the offer described below Interest Payment Date to which such Record Date relates, in which case the Company will instead pay the full amount of accrued and unpaid interest (including Supplementary Interest, if any) to the holder of record on such record date and the Change of Control purchase price will be equal to 100% of the principal amount of the Notes to be purchased). Any Notes purchased by the Company will be paid for in cash.
(b) On or before the 20th day after the occurrence of a Change of Control, the Company will provide to all Holders and the Trustee and Paying Agent a duly completed notice (a “Change of Control Purchase Notice”) in the form set forth on the reverse of the Note of the occurrence of the Change of Control and of the resulting purchase right. Such notice shall state, among other things:
(1) the events causing a Change of Control;
(2) the date of the Change of Control;
(3) the last date on which a Holder may exercise the Change of Control Repurchase Right;
(4) a Change of Control purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased to be purchased, plus accrued and unpaid interest on such Notesthereon, if anyincluding any Supplementary Interest, to to, but excluding, the date of purchase (the “Change of Control Payment Purchase Date”). Within 30 days following ;
(5) the date on Change of Control Purchase Date;
(6) the name and address of the Paying Agent and the Conversion Agent, if applicable;
(7) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(8) if applicable, that the Notes with respect to which a Change of Control occurs, Purchase Notice has been delivered by a Holder may be converted only if the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of withdraws the Change of Control Offer. The Purchase Notice in accordance with the terms of this Indenture; and
(9) the procedures that Holders must follow to require the Company to purchase their Notes.
(c) Simultaneously with providing a Change of Control Purchase Notice, the Company will publish a notice to containing the Holders shall contain all instructions and materials necessary to enable information set out in clauses (1) through (b)(9) of Section 4.16(b) in a newspaper of general circulation in New York City or publish such Holders to tender Notes pursuant to information on its website or through such other public medium as the Company may use at the time.
(d) To exercise the Change of Control OfferPurchase Right, the Holders must deliver, on or before the Business Day immediately preceding the Change of Control Purchase Date, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the form entitled “Form of Change of Control Purchase Notice” on the reverse side of the Notes duly completed, to the Paying Agent. Such notice shall A Holder’s Change of Control Purchase Notice must state:
(1) that if certificated, the Change certificate numbers of Control Offer is being made pursuant its Notes to this Section 4.18 and that all Notes validly tendered and be delivered for purchase or if not withdrawn will be accepted for paymentcertificated, the Holder’s notice must comply with appropriate DTC procedures;
(2) the Change portion of Control Payment and the Change principal amount of Control Payment Date (Notes to be purchased, which shall 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);$1.00 or an integral multiple thereof; and
(3) that any Note not tendered will continue the Notes are to accrue interest;
(4) that, unless be purchased by the Company defaults in making payment therefor, any Note accepted for payment pursuant to the applicable provisions of the Notes and Section 4.16 of this Indenture.
(e) A Holder may withdraw any Change of Control Offer shall cease to accrue interest after the Change Purchase Notice (in whole or in part) by a written notice of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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, withdrawal delivered to the Paying Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior immediately preceding the Change of Control Purchase Date (the “Change of Control Purchase Expiration Time”). The notice of withdrawal shall state:
(1) the principal amount of the withdrawn Notes;
(2) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the Holder’s notice must comply with appropriate DTC procedures; and
(3) the principal amount, if any, which remains subject to the Change of Control Payment Date;Purchase Notice.
(6f) that Holders The Company will be entitled required to withdraw their election if purchase the Paying Agent receives, not later than the second Business Day prior to Notes on the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount . The Holders of the Notes will receive payment of the Holder delivered for purchase and a statement that such Holder is withdrawing its election Change of Control Purchase Price on the later of the Change of Control Purchase Date or the time of book-entry transfer or the delivery of the Notes. If the Paying Agent holds money or securities sufficient 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 pay the unpurchased portion Change of Control Purchase Price of the Notes surrendered; providedon the Change of Control Purchase Date, howeverthen:
(1) the Notes will cease to be outstanding and interest, that each Note purchased and each new Note issued shall be in a principal amount including Supplementary Interest, if any, will cease to accrue (whether or not book-entry transfer of $1,000 the Notes is made or integral multiples thereofwhether or not the Notes are delivered to the Paying Agent); and
(8) 2) all other rights of the circumstances and relevant facts regarding such Holder will terminate (other than the right to receive the Change of ControlControl Purchase Price).
(g) In connection with a Change of Control Offer, the Company will, if required (i) comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; and (ii) file any required schedule under the Exchange Act. The In addition, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions in connection with each repurchase of Notes properly tendered in the pursuant to a Change of Control Offer; (y) deposit . To the extent that the provisions of any securities laws or regulations conflict with the Paying Agent an amount equal to the Change provisions of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.184.16, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem will comply with the Notes in the event of a takeover, recapitalization or similar transaction. The Company applicable securities laws and regulations and will not be required deemed to make a Change have breached its obligations under this Section 4.16 by virtue of Control Offer such compliance.
(h) No Notes may be purchased at the option of Holders upon a Change of Control pursuant to this Section 4.16 if a third party makes the Change principal amount of Control Offer in the mannerNotes has been accelerated, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable such acceleration has not been rescinded, on or prior to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventdate.
Appears in 1 contract
Samples: Indenture (Horizon Lines, Inc.)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company to purchase repurchase all or any part a portion (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to the purchase date of purchase (the “"Change of Control Payment Date”Payment"). ; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeem the Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company's option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, to each Holder, at such Holder's address appearing in the Note register, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or shall occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will shall be accepted for payment;
(2) the Change of Control purchase price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no and not 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 interestthe circumstances and relevant facts regarding the Change of Control;
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Dateoccurring;
(5) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and
(6) the Holders shall not be entitled to tender their Notes to the extent that such Notes become subject to redemption by the Company under the terms of Section 3.03 at any time prior to the requirement to redeem the Notes in accordance with such notice. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent in part will be issued new Notes in a principal cash an 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply Control Payment payable to the Holders entitled thereto, to be held for payment in accordance with the requirements provisions 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 to the purchase of the Notes as a result of a Change of Controlthis Section 4.08(c). On the Change of Control Payment Date, the Company will, shall deliver to the extent lawful: (x) accept for payment all Trustee the Notes or portions of Notes thereof that have been properly tendered in to and are to be accepted by the Change of Control Offer; Company for payment.
(yd) deposit with The Trustee or the Paying Agent an amount equal to shall, on the Change of Control Payment for all Notes Date, mail or portions deliver payment to each tendering Holder of Notes tendered; and (z) deliver or cause to be the Change of Control Payment. In the event that the aggregate Change of Control Payment is less than the amount delivered by the Company to the Trustee or the Notes so accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount of Notes Trustee or portions of Notes being purchased by the Company. The Paying Agent will promptly mail Agent, as the case may be, shall deliver the excess to each Holder of Notes tendered the Company immediately after the Change of Control Payment for themDate.
(e) Notwithstanding the foregoing, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoingCompany, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.
(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer, including any applicable securities laws of the United States. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue of such compliance with these securities laws or regulations.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuers to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursControl, the Company Issuers shall send, or at the Issuers’ written request and expense the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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. The notice to 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 4.18 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, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults Issuers default 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes properly $2,000 or an integral multiple of $1,000 in excess thereof) validly tendered in and not validly withdrawn pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount in U.S. Dollars equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuers. The Upon receipt by the Paying Agent will of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuers shall execute and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee will 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except The Issuers shall publicly announce the results of the Change of Control Offer on or as described in this soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 4.182.16, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem return the Notes in purchased to the event of a takeover, recapitalization or similar transactionIssuers for cancellation. The Company Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding .
(f) The Issuers shall comply with the foregoing, requirements of Rule 14e-1 under the Company will not be required Exchange Act and any other securities laws and regulations thereunder to make the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer, as provided above, if, in connection with or in contemplation Control. To the extent that the provisions of any Change securities laws or regulations conflict with provisions of Controlthis covenant, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance Issuers shall comply with the terms of such Alternate Offer. This Section 4.18 will applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached their obligations under this paragraph by virtue thereof.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $2,000 or any integral multiples of $1,000 or an integral multiple in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In ) at a purchase price equal to 101% of the Change principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Control Offer, Holders of record on the Company will offer a payment relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control PaymentPurchase Price”) in cash equal )); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to 101% of the aggregate principal amount of purchase the Notes purchased plus accrued and unpaid interest on such Notes, if any, pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.01 at any time prior to the date of purchase (requirement to consummate the “Change of Control Payment Date”). and redeem the Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company’s option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder’s address and appearing in the TrusteeNote register, which a notice shall govern the terms of the stating:
(A) that a Change of Control Offer. The notice to the Holders shall contain all instructions has occurred or will occur and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2B) the Change of Control Purchase Price and the purchase date (the “Change of Control Payment Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not later than 60 days from the date such notice is mailed, other than as may be required by law);
(3C) that any Note not tendered will continue to accrue interestthe circumstances and relevant facts regarding the Change of Control;
(4D) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Date;occurring; and
(5E) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in part will be issued new Notes trust) in a principal cash an 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the requirements provisions 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 to the purchase of the Notes as a result of a Change of Controlthis Section 4.08. On the Change of Control Payment Date, the Company will, shall deliver to the extent lawful: (x) accept for payment all Trustee the Notes or portions of Notes thereof that have been properly tendered in to and are to be accepted by the Change of Control Offer; Company for payment.
(yd) deposit with The Trustee or the Paying Agent an amount equal to shall, on the Change of Control Payment for all Notes Date, mail or portions deliver payment to each tendering Holder of Notes tendered; and (z) deliver or cause to be the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Notes so accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount of Notes Trustee or portions of Notes being purchased by the Company. The Paying Agent will promptly mail Agent, as the case may be, shall deliver the excess to each Holder of Notes tendered the Company immediately after the Change of Control Payment for themDate.
(e) Notwithstanding the foregoing, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer an offer to purchase (an “Alternate Offer”), in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company Company, and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer, including any applicable securities laws of the United States. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue of such compliance with these securities laws or regulations.
Appears in 1 contract
Samples: Indenture (R H Donnelley Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, by first-class mail, postage prepaidsent electronically in .pdf format), a written notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization accrued and unpaid interest to, but excluding, the Change of Control Payment Date. Upon the payment of the Change of Control Payment, the Issuer shall, subject to the provisions of Section 2.16, deliver or similar transactioncause to be delivered the Notes purchased to the Trustee for cancellation. The Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) a 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.08.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Brinks Co)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, thereon to but excluding the purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date.
(b) Within 30 days following any Change of Control or, at the Issuer’s option, prior to the consummation of such Change of Control, the Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, send electronically) a notice to each Holder and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 20 Business Days nor later than 60 days from the date such notice is sent (unless delivered in advance of the occurrence of such Change of Control), other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.07 and that all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer 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 20 Business Days nor later than 60 days from the date such notice is mailedsent (unless delivered in advance of the occurrence of such Change of Control), other than as may be required by law); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes Note at the address specified in the notice 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 tendered Notes and their election to require the Issuer to purchase such Notes if the Paying Agent receives, not later than the second Business Day prior to expiration time of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;
(7) that if the Issuer is redeeming less than all of the Notes, 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 an integral multiple of $1,000 or integral multiples in excess thereof; and;
(8) the circumstances and relevant facts regarding if such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder notice is sent prior to the extent those laws and regulations are applicable to the purchase of the Notes as a result occurrence of a Change of Control. , stating that the Change of Control Offer is conditional on the occurrence of such Change of Control or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.07 that a Holder must follow.
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: permitted by law:
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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.
(d) 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption.
(e) 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 Company Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(f) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party approved in writing by the Issuer makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.07 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in paragraph 5 of the Notes or as set forth in Section 9.01 prior to the date the Issuer is required to send notice of the Change of Control Offer to the Holders, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Company will not be required consummation of such Change of Control, or such other conditions specified therein, 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 4.07. The Issuer’s obligation to make a Change of Control OfferOffer shall not continue after a discharge of the Issuer, as provided above, if, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations with respect to the Notes.
(g) 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 such laws and regulations are applicable in connection with or in contemplation the repurchase of any the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.07, it has the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(h) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made an offer pursuant to purchase the provisions of Sections 3.02, 3.05 and 3.06.
(an “Alternate Offer”i) any and all Notes validly tendered at The provisions of this Section 4.07 relating to the Issuer’s obligation to make a cash price equal to or higher than the Change of Control Payment and has purchased all Offer with respect to the Notes properly tendered in accordance upon a Change of Control may be waived or modified with the terms written consent of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventHolders of a majority in principal amount of the Notes.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will "CHANGE OF CONTROL OFFER") at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “"CHANGE OF CONTROL PAYMENT") on a date that is not more than 90 days after the occurrence of such Change of Control Payment Date”(the "CHANGE OF CONTROL PAYMENT DATE"). Within 30 days following any Change of Control, the Company will mail, or at the Company's request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice.
(b) Within 30 days following the date on which a Change of Control occurs, the Company shall send (or request in writing that the Trustee send), by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and and, if given by the Company, the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 4.08 and that all Notes validly tendered and not 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 Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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; providedPROVIDED, howeverHOWEVER, that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(d) The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount Upon the payment of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in Payment, the manner, at Trustee shall return the times and otherwise in compliance with the requirements set forth in this Indenture applicable Notes purchased to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change for cancellation. For purposes of Control Offer. this Section 4.08, the Trustee shall act as the Paying Agent.
(e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “Alternate Offer”"ALTERNATE OFFER") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.
(f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after be deemed to have breached its obligations under the Fall-Away Eventprovisions of this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Solutia Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company to purchase repurchase all or any part (equal to $€1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursControl, the Company shall send, or at the Company’s written request the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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 required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. The notice to 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 4.18 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, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the applicable Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $€1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in integral multiples of Notes properly €1,000) validly tendered in and not validly withdrawn pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount in Euros equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the Company. The Upon receipt by the Paying Agent will of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, the Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Trustee will 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. Each ; provided that each such new Note will shall be in a principal amount of $€1,000 or an integral multiple thereof. The Company shall publicly announce the results of $1,000. Except the Change of Control Offer on or as described in this soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 4.182.17, this Indenture does not contain provisions that permit return the Holders of Notes purchased to require that the Company purchase or redeem for cancellation. The Trustee may act as the Notes in the event Paying Agent for purposes of a takeover, recapitalization or similar transaction. any Change of Control Offer.
(e) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(f) 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. Notwithstanding To the foregoingextent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will shall comply with the applicable securities laws and regulations and shall not be required deemed to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventhave breached its obligations under this paragraph by virtue thereof.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, thereon to but excluding the purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or after the Change of Control Payment Date.
(b) Within 30 days following any Change of Control or, at the Issuer’s option, prior to the consummation of such Change of Control, the Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, send electronically) a notice to each Holder and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 20 Business Days nor later than 60 days from the date such notice is sent, other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer 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 20 Business Days nor later than 60 days from the date such notice is mailedsent, other than as may be required by law); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes Note at the address specified in the notice 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 tendered Notes and their election to require the Issuer to purchase such Notes if the Paying Agent receives, not later than the second Business Day prior to expiration time of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;
(7) that if the Issuer is redeeming less than all of the Notes, 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 an integral multiple of $1,000 or integral multiples in excess thereof; and;
(8) the circumstances and relevant facts regarding if such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder notice is sent prior to the extent those laws and regulations are applicable to the purchase of the Notes as a result occurrence of a Change of Control. , stating that the Change of Control Offer is conditional on the occurrence of such Change of Control or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.08 that a Holder must follow.
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: permitted by law:
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $1,000 or an integral multiple thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person will have the right, upon not less than 15 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption. 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in paragraph 5 of the Notes or as set forth in Section 9.01, 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Company will not be required consummation of such Change of Control, or such other conditions specified therein, 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. The Issuer’s obligation to make a Change of Control OfferOffer shall not continue after a discharge of the Issuer, as provided above, if, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations with respect to the Notes.
(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 such laws and regulations are applicable in connection with or in contemplation the repurchase of any the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, it has the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.
(f) Other than as specifically provided in this Section 4.08, any purchase pursuant to this Section 4.08 shall be made an offer pursuant to purchase the provisions of Sections 3.02, 3.05 and 3.06.
(an “Alternate Offer”g) any and all Notes validly tendered at The provisions of this Section 4.08 relating to the Issuer’s obligation to make a cash price equal to or higher than the Change of Control Payment and has purchased all Offer with respect to the Notes properly tendered in accordance upon a Change of Control may be waived or modified with the terms written consent of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventHolders of a majority in principal amount of the Notes.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If a Change of Control occursoccurs (the date of such occurrence being the "Change of Control Date"), each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $1,000 or will, within 30 days after the occurrence of such Change of Control, make an integral multiple thereof) of that Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”)") to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer will be accepted for purchase (the date of such purchase, the "Change of Control Purchase Date") for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company will offer mail a payment notice to each Holder with a copy to the Trustee stating:
(the “1) that a Change of Control Payment”has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesand Additional Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (purchase date, which shall will be a Business Day 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 Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest (including Additional Interest) after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company. The Paying Agent will promptly mail , consistent with this Indenture, that a Holder must follow in order to each Holder of have its Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionpurchased. The Company will not be required to make a Change of Control Offer upon following a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, If the Company will not be required to make makes a Change of Control Offer, as provided abovethe Company will comply with all applicable tender offer laws and regulations, ifincluding, in connection with to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, any other applicable federal or in contemplation state securities laws and regulations, any applicable requirements of any Change securities exchange on which the Notes are listed, IGRA, and the rules and regulations of Control, it has made an offer all applicable Gaming Authorities and any violation of the provisions of this Indenture relating to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the such Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms Offer occurring as a result of such Alternate Offer. This Section 4.18 compliance will not apply after the Fall-Away Eventbe deemed a Default or an Event of Default.
Appears in 1 contract
Samples: Indenture (Seneca Erie Gaming Corp)
Repurchase at the Option of Holders upon Change of Control. If Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right in accordance with the terms hereof and the Indenture to require the Company Issuer to purchase all such Holder's Notes, in whole or any part (equal to $1,000 or in part, in a principal amount that is an integral multiple thereof) of that Holder’s Notes $1,000, pursuant to the offer described below (the “Change of Control Offer”). In the a Change of Control Offer, the Company will offer at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the such Notes purchased (or portions thereof) plus accrued and unpaid interest on such Notesand Liquidated Damages, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 calendar days following the date on which a any Change of Control occursControl, the Company Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of regarding the Change of Control OfferOffer to each Holder with a copy to the Trustee. The notice Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the Holders shall contain all instructions form entitled "Option of Holder to Elect Purchase" appearing below and materials necessary to enable such Holders to tender Notes tendering this Note pursuant to the Change of Control Offer. Such notice shall state:
(1) that Unless the Issuer defaults in the payment of the Change of Control Offer is being made pursuant to this Section 4.18 and that Purchase Price with respect thereto, all Notes validly tendered and not 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 Company defaults in making payment therefor, any Note or portions thereof accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest from and after the Change of Control Payment Date;
(5) that Holders electing . Prior to have a Note purchased pursuant to a complying with the provisions of the Indenture governing Change of Control Offer will be required to surrender the NoteOffers, 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 Notes at the address specified but in the notice prior to the close of 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 second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of event within 30 calendar days following a Change of Control. On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: (x) accept for payment required, either repay all Notes outstanding Senior Indebtedness or portions obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes properly tendered in required by the provisions of the Indenture governing Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventOffers.
Appears in 1 contract
Samples: Indenture (Phoenix Md Realty LLC)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will have the right to require unless the Company or the Issuer has given notice to redeem all of the outstanding Notes pursuant to Section 3.03 and Section 3.07 or 3.09, the Company or the Issuer will, within 30 days following such Change of Control, make an offer to purchase all or any part of the outstanding Notes (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to the offer described below (the “a "Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the such outstanding Notes purchased plus accrued and unpaid interest on such Notesinterest, if any, to the date of purchase (the “"Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice Payment") (subject to the right of Holders shall contain all instructions and materials necessary of record on the relevant Record Date to enable such Holders to tender Notes pursuant receive interest due on an Interest Payment Date falling on or prior to the Change of Control Offer. Such Payment Date of purchase).
(b) The Company or the Issuer will mail a notice shall stateof such Change of Control Offer to each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee, stating:
(1i) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.14 and that all Notes validly properly tendered and not withdrawn pursuant to such Change of Control Offer will be accepted for payment;
purchase by the Company or the Issuer at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (2) subject to the right of Holders of record on the relevant Record Date to receive interest due on Interest Payment Date falling on or prior to the Change of Control Payment and Date);
(ii) a description of the transaction or transactions that constitute the Change of Control Payment Date and the purchase 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) (the "Change of Control Payment Date");
(3iii) that Notes must be tendered in multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that, unless the Company defaults and the Issuer default in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Payment Date;
(5v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender the such Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the Company, the Issuer, the Depositary, if applicable, or a Paying Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6vi) that Holders will shall be entitled to withdraw their tendered Notes and their election to require the Company or the Issuer to purchase such Notes; provided that if the Company, the Issuer, the Depositary or the Paying Agent receivesAgent, as the case may be, receives at the address specified in the notice, not later than the second close of business on the 20th Business Day prior to following the date of the Change of Control Payment Datenotice, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of the Notes the Holder delivered tendered for purchase purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note Notes purchased;
(7vii) that Holders whose Notes are purchased only in part if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal 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 surrendered (the unpurchased portion of the Notes must be in a principal amount equal to $200,000 or an integral multiple of $1,000 or integral multiples in excess thereof); and
(8) viii) any other instructions a determined by the circumstances and relevant facts regarding such Change of ControlCompany or the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased. The Company will comply with notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the requirements Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not affect the validity of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to proceedings for the purchase of the Notes as a result of a Change of Control. to all other Holders that properly received such notice without defect.
(c) On the Change of Control Payment Date, the Company or the Issuer will, to the extent lawful: :
(xi) accept for payment all Notes or portions of Notes properly (of $200,000 or larger integral multiples of $1,000 in excess thereof) validly tendered in and not validly withdrawn pursuant to the Change of Control Offer; ;
(yii) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes tenderedso accepted for payment; and and
(ziii) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Company or the Issuer in accordance with the terms of this covenant.
(d) The Paying Agent will promptly mail pay to each Holder of Notes tendered so accepted for payment the Change of Control Payment for themsuch Notes, and the Trustee upon receipt of an authentication order from the Issuer will promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will be in a principal amount of $1,000 200,000 or an integral multiple multiples of $1,000. Except as described 1,000 in this Section 4.18excess thereof.
(e) If the Change of Control Payment Date is on or after a record date and on or before the related interest payment date, this Indenture does not contain provisions that permit the accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are tendered pursuant to the Change of Notes to require that Control Offer.
(f) Neither the Company purchase or redeem nor the Notes in the event of a takeover, recapitalization or similar transaction. The Company Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase all of the Change of Control Offer outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.to
Appears in 1 contract
Samples: Indenture (Sibanye Gold LTD)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control, the Issuer will make an offer (a “Change of Control occurs, Offer”) to each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased repurchased, plus accrued and unpaid interest on such Notesand Additional Interest, if any, on the Notes repurchased to (but not including) the date of purchase purchase, subject to the rights of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment DatePayment”). Within 30 days following the date on which a any Change of Control occursControl, the Company shall send, by first-class mail, postage prepaid, Issuer will send a notice to each Holder of Notes at its last registered address and with a copy to the Trustee, which notice shall govern Trustee describing the terms of transaction or transactions that constitute the Change of Control Offer. The notice to 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 statestating:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.18 4.16 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Payment purchase price and the Change of Control Payment Date (purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by lawsent (the “Change of Control Payment Date”);
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Payment Date;
(5v) that Holders electing to have a Note any Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Paying Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day prior to preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Note the Notes purchased;; and
(7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal 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 which unpurchased portion must be equal to $2,000 in a principal amount or an integral multiple of $1,000 or integral multiples in excess thereof; and.
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful: :
(xi) accept for payment all Notes or portions of Notes properly tendered in pursuant to the Change of Control Offer; ;
(yii) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes properly tendered; and and
(ziii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the CompanyIssuer. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for themsuch Notes as directed by the Issuer in writing, and the Trustee will promptly authenticate upon receipt of an Authentication Order from the Issuer and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such ; provided that each new Note will be in a principal amount minimum denominations of $2,000 and integral multiples of $1,000 or an integral multiple in excess of $1,0002,000. Except The Issuer will publicly announce the results of the Change of Control Offer on or as described soon as practicable after the Change of Control Payment Date.
(c) The Issuer will comply with the requirements of Rule l4e-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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.
(d) Notwithstanding anything to the contrary in this Section 4.184.16, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company Issuer will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture Section 4.16 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change in advance of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditional upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment and has purchased all Notes properly tendered in accordance with at the terms time the Change of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventControl Offer is made.
Appears in 1 contract
Samples: Indenture (Horizon Lines, Inc.)
Repurchase at the Option of Holders upon Change of Control. If In the event of the occurrence of a Change of Control occurs(the date of such occurrence being the “Change of Control Date”), the Company shall, within 30 days after the occurrence of such Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”) for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder with a copy to the Trustee stating:
(1) that a Change of Notes will have Control has occurred and that such Holder has the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesand Special Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (purchase date, which shall be a Business Day 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)mailed or otherwise delivered in accordance with the applicable procedures of the Depository;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoingAlternatively, the Company will not be required to make a Change of Control Offer, Offer as provided above, if, in connection with or in contemplation of any Change of Control, it the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment Purchase Price and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer so long as the terms and conditions of such contemplated Change of Control are described in reasonable detail to the Holders in the notice delivered in connection with such Alternate Offer. This Section 4.18 The Company will not apply after be required to make a Change of Control Offer following a Change of Control if a third party makes the Fall-Away EventChange of Control Offer in a manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Company or makes an Alternate Offer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Alternate Offer. If the Company makes a Change of Control Offer or Alternate Offer, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable federal or state securities laws and regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Change of Control Offer occurring as a result of such compliance shall not be deemed a Default or an Event of Default.
Appears in 1 contract
Samples: Indenture (General Cable Corp /De/)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, by first-class mail, postage prepaidsend electronically), a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this covenant.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this paragraph by virtue thereof.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will shall have the right to require the Company to purchase offer to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “a Change of Control Offer”)Offer on the terms set forth herein. In the Change of Control Offer, the Company will shall offer a payment (the “Change of Control Payment”) Payment in cash equal to 101% of the aggregate principal amount of the Notes purchased repurchased plus accrued and unpaid interest on such Notesand Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”). , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Within 30 days following the date on which the Company becomes aware that a Change of Control occurshas occurred, the Company shall send, by first-class mail, postage prepaid, mail a notice to each Holder of Notes at its last registered address and describing the Trustee, which notice shall govern the terms of transaction or transactions that constitute the Change of Control Offer. The notice and offering to the Holders shall contain all instructions and materials necessary to enable such Holders to tender repurchase 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Payment and on the Change of Control Payment Date (specified in the notice, which date shall be no earlier than 30 days nor and no 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 Company 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;procedures required by this Indenture and described in such notice.
(5c) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will 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 to in connection with the purchase repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of such compliance.
(d) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(x1) accept for payment all Notes or portions of Notes properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes properly tendered; and and
(z3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.
Appears in 1 contract
Samples: Indenture (1295728 Alberta ULC)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to the purchase date (subject to the right of purchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment Date”Purchase Price"). ; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes pursuant to paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Offer and redeems the Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company's option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder's address and appearing in the TrusteeNote register, which a notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not 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 interestthe circumstances and relevant facts regarding the Change of Control;
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Date;occurring and Notes will not be accepted for payment unless and until the Change of Control is consummated; and
(5) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.equal
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Senior Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to the purchase date (subject to the right of purchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment Date”Purchase Price"). ); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Senior Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Senior Notes under Section 3.01 at any time prior to the requirement to consummate the Change of Control and redeem the Senior Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company's option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Senior Notes, at its last registered such Holder's address and appearing in the TrusteeSenior Note register, which a notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Senior Notes validly timely tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not 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;the circumstances and relevant facts regarding the Change of Control; and
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Date;occurring; and
(5) the procedures that Holders of Senior Notes must follow in order to tender their Senior Notes (or portions thereof) for payment, and the procedures that Holders of Senior Notes must follow in order to withdraw an election to tender Senior Notes (or portions thereof) for payment. Holders electing to have a Senior Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Senior Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Senior Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Note purchased;.
(7c) that Holders whose Notes are purchased only On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in part will be issued new Notes trust) in a principal cash an 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the requirements provisions 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 to the purchase of the Notes as a result of a Change of Controlthis Section 4.08(c). On the Change of Control Payment Date, the Company will, shall deliver to the extent lawful: (x) accept for payment all Trustee the Senior Notes or portions of Notes thereof that have been properly tendered in to and are to be accepted by the Change of Control Offer; Company for payment.
(yd) deposit with The Trustee or the Paying Agent an amount equal to shall, on the Change of Control Payment for all Notes Date, mail or portions deliver payment to each tendering Holder of Notes tendered; and (z) deliver or cause to be the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Notes so accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount of Notes Trustee or portions of Notes being purchased by the Company. The Paying Agent will promptly mail Agent, as the case may be, shall deliver the excess to each Holder of Notes tendered the Company immediately after the Change of Control Payment for themDate.
(e) Notwithstanding the foregoing, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company Company, any and purchases all Senior Notes validly properly tendered and has purchased all Senior Notes properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to a Change of Control Offer, including any applicable securities laws of the United States. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue of such compliance with these securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Donnelley R H Inc)
Repurchase at the Option of Holders upon Change of Control. If In the event of the occurrence of a Change of Control occurs(the date of such occurrence being the “Change of Control Date”), the Company shall, within 30 days after the occurrence of such Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”) for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder with a copy to the Trustee stating:
(1) that a Change of Notes will have Control has occurred and that such Holder has the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesand Additional Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (repurchase date, which shall be a Business Day 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 Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company. The Paying Agent will promptly mail , consistent with this Indenture, that a Holder must follow in order to each Holder of have its Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionpurchased. The Company will not be required to make a Change of Control Offer upon following a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, If the Company will not be required to make makes a Change of Control Offer, as provided abovethe Company will comply with all applicable tender offer laws and regulations, ifincluding, in connection with to the extent applicable, Section 14(e) and Rule 14e-l under the Exchange Act, and any other applicable federal or in contemplation state securities laws and regulations and any applicable requirements of any Change securities exchange on which the Notes are listed, and any violation of Control, it has made an offer the provisions of this Indenture relating to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the such Change of Control Payment and has purchased all Notes properly tendered in accordance Offer occurring as a result of such compliance shall not be deemed an Event of Default or an event that, with the terms passing of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventtime or giving of notice, or both, would constitute an Event of Default.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuers to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuers’ option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company Issuers shall send, or at the Issuers’ written request and expense the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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. The notice to 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 4.18 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, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults Issuers default 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 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 Issuers 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) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount in U.S. Dollars 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 all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuers. 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 to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuers shall execute and, upon receipt of a written order of the Issuers 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 $2,000 or an integral multiple of $1,000 in excess thereof. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) 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 Issuers for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control 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 Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (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 contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(f) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to in connection with the purchase repurchase of the Notes as a result of a Change of Control. On To the Change extent that the provisions of Control Payment Dateany securities laws or regulations conflict with provisions of this covenant, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit Issuers shall comply with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; applicable securities laws and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, regulations and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required deemed to make a Change of Control Offer upon a Change of Control 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 have breached their obligations under this Indenture applicable to a Change of Control Offer made paragraph by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventvirtue thereof.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control, the Issuer will make an offer (a “Change of Control occurs, Offer”) to each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased repurchased, plus accrued and unpaid interest on such Notesand Additional Interest, if any, on the Notes repurchased to (but not including) the date of purchase purchase, subject to the rights of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment DatePayment”). Within 30 days following the date on which a any Change of Control occursControl, the Company shall send, by first-class mail, postage prepaid, Issuer will send a notice to each Holder of Notes at its last registered address and with a copy to the Trustee, which notice shall govern Trustee describing the terms of transaction or transactions that constitute the Change of Control Offer. The notice to 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 statestating:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.18 4.16 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Payment purchase price and the Change of Control Payment Date (purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by lawsent (the “Change of Control Payment Date”);
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Payment Date;
(5v) that Holders electing to have a Note any Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Paying Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day prior to preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Note the Notes purchased;; and
(7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal 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 which unpurchased portion must be equal to $2,000 in a principal amount or an integral multiple of $1,000 or integral multiples in excess thereof; and.
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful: :
(xi) accept for payment all Notes or portions of Notes properly tendered in pursuant to the Change of Control Offer; ;
(yii) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes properly tendered; and and
(ziii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the CompanyIssuer. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for themsuch Notes as directed by the Issuer in writing, and the Trustee will promptly authenticate upon receipt of an Authentication Order from the Issuer and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such ; provided that each new Note will be in a principal amount minimum denominations of $1,000 or an 1.00 and integral multiple multiples of $1,0001.00 in excess of thereof. Except The Issuer will publicly announce the results of the Change of Control Offer on or as described soon as practicable after the Change of Control Payment Date.
(c) The Issuer will comply with the requirements of Rule l4e-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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.
(d) Notwithstanding anything to the contrary in this Section 4.184.16, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company Issuer will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture Section 4.16 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change in advance of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditional upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment and has purchased all Notes properly tendered in accordance with at the terms time the Change of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventControl Offer is made.
Appears in 1 contract
Samples: Indenture (Horizon Lines, Inc.)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursor, each Holder of Notes will have at the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that HolderIssuer’s Notes pursuant option, prior to the offer consummation of a Change of Control but after a transaction that would constitute a Change of Control upon consummation is publicly announced, the Issuer will make an offer, as described below (the “Change of Control Offer”). In , to the Change Holders of Control Offer, the Company will all of each series of outstanding Notes at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased tendered, plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following any Change of Control or, at the date on which Issuer’s option, prior to the consummation of such Change of Control but after the public announcement of a transaction that would constitute a Change of Control occursupon consummation thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depositary procedures or regulations with respect to each series of global Notes, by first-class mail, postage prepaid, send electronically) a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute, or are expected to constitute, the Change of Control Offer. The and offer to repurchase each series of Notes on the purchase date specified in such notice to (which must be no earlier than 10 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is mailed or sent electronically, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of Control Offerthe Issuer or defeasance from its obligations with respect to each series of Notes. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.18 4.07 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 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 $1,000 2,000 or integral multiples thereofof $1,000 in excess of $2,000; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Promptly following the deposit with the Paying Agent of the moneys described in Section 4.07(c)(2) above and the delivery of the Officer’s Certificate described in Section 4.07(c)(3) above, the Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer will 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 will promptly authenticate and mail 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. Each ; provided that each such new Note will be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except The Issuer will publicly announce the results of the Change of Control Offer on or as soon as reasonably 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 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 applicable Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 10 days following such purchase pursuant to the Change of Control Offer described above, to redeem all such Notes of such series that remain outstanding following such purchase at a redemption price in this cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest to, but not including, the redemption date. Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 4.182.16, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem return the Notes in purchased to the event of a takeover, recapitalization or similar transactionIssuer for cancellation. The Company 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 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 Indenture applicable Section 4.07 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.07.
(e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 4.07, the Issuer will comply with the applicable securities laws and regulations and will not apply after the Fall-Away Eventbe deemed to have breached its obligations under this paragraph by virtue of its compliance with such securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer ) at a payment purchase price (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to but excluding the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase (the “Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under the terms of paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Payment Date”). Offer and redeems the Notes in accordance with such notice.
(b) Within 30 60 days following the date on which a any Change of Control occursthe Issuer shall (x) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States, the Company shall and (y) send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder’s address and appearing in the TrusteeNote register, which a notice shall govern the terms of the stating:
(i) that a Change of Control Offer. The notice to the Holders shall contain all instructions has occurred or will occur and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price and the repurchase date (the “Change of Control Payment Date (Date”), which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 60 days nor later than 60 90 days from the date such notice is mailed, other than as may be required by law);
(3iii) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to circumstances and relevant facts regarding the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;Control; and
(5iv) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Issuer or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Issuer receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to Issuer shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause Purchase Price payable to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.the
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to the purchase date (subject to the right of purchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “"Change of Control Payment Date”Purchase Price"). ; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.01 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company's option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder's address and appearing in the TrusteeNote register, which a notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not 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 interestthe circumstances and relevant facts regarding the Change of Control;
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Date;occurring and Notes will not be accepted for payment unless and until the Change of Control is consummated; and
(5) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in part will be issued new Notes trust) in a principal cash an 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the requirements provisions 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 to the purchase of the Notes as a result of a Change of Controlthis Section 4.08(c). On the Change of Control Payment Date, the Company will, or its agent shall deliver to the extent lawful: (x) accept for payment all Trustee the Notes or portions of Notes thereof that have been properly tendered in to and are to be accepted by the Change of Control Offer; Company for payment.
(yd) deposit with The Trustee or the Paying Agent an amount equal to shall, on the Change of Control Payment for all Notes Date, mail or portions deliver payment to each tendering Holder of Notes tendered; and (z) deliver or cause to be the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Notes so accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount of Notes Trustee or portions of Notes being purchased by the Company. The Paying Agent will promptly mail Agent, as the case may be, shall deliver the excess to each Holder of Notes tendered the Company immediately after the Change of Control Payment for themDate.
(e) Notwithstanding the foregoing, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoingCompany, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.
(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer, including any applicable securities laws of the United States. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue of such compliance with these securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Moore Corporation LTD)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, by first-class mail, postage prepaidsent electronically in .pdf format), a written notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization accrued and unpaid interest to but excluding the Change of Control Payment Date. Upon the payment of the Change of Control Payment, the Issuer shall, subject to the provisions of Section 2.16, deliver or similar transactioncause to be delivered the Notes purchased to the Trustee for cancellation. The Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.08.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Brinks Co)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control occurs, Offer”) to each Holder of Notes will have the right Lender to require the Company to purchase repay all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that HolderLender’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer Loans at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased Loans repurchased, plus accrued and unpaid interest on such Notesand Additional Interest, if any, on the Loans repurchased to (but not including) the date of purchase purchase, subject to the rights of Lenders on the relevant Interest Payment Date to receive interest due (the “Change of Control Payment DatePayment”). Within 30 days following the date on which a any Change of Control occursControl, the Company shall send, by first-class mail, postage prepaid, Borrower will send a notice to each Holder of Notes at its last registered address and Lender with a copy to the Trustee, which notice shall govern Administrative Agent describing the terms of transaction or transactions that constitute the Change of Control Offer. The notice to 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 statestating:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.18 6.8 and that the request of all Notes validly tendered and not withdrawn Lenders requesting repayment of Loans will be accepted for paymenthonored;
(2ii) the Change of Control Payment purchase price and the Change of Control Payment Date (purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by lawsent (the “Change of Control Payment Date”);
(3iii) that any Note Loans not tendered repaid will continue to accrue interest;
(4iv) that, unless the Company Borrower defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment all Loans repaid pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Payment Date;
(5v) that Holders Lenders electing to have a Note any Loans purchased pursuant to a Change of Control Offer will be required to surrender the Noteany Term Loan Notes representing such Loans, with the form entitled “Option of Holder Lender to Elect Purchase” on the reverse of the Note completed, attached to such Term Loan Notes completed to the Paying Administrative Agent and Registrar for the Notes at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6vi) that Holders Lenders will be entitled to withdraw their election if the Paying Agent Borrower receives, not later than the close of business on the second Business Day prior to preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of the Notes the Holder delivered Loans elected for purchase repayment, and a statement that such Holder Lender is withdrawing its his election to have such Note purchasedthe Loans repaid; and
(vii) [Intentionally Omitted].
(b) On the Change of Control Payment Date, the Borrower will, to the extent lawful:
(i) accept for payment all Loans or portions of Loans submitted for repayment pursuant to the Change of Control Offer;
(7ii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal deposit with the Administrative Agent an amount equal to the unpurchased portion Change of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be Control Payment in a principal amount respect of $1,000 all Loans or integral multiples thereofportions of Loans properly submitted for repayment; and
(8) iii) deliver or cause to be delivered to the circumstances and relevant facts regarding such Administrative Agent the Loans properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Loans or portions of Loans being repaid by the Borrower. The Administrative Agent will promptly mail to each Lender properly tendered the Change of Control. Control Payment for such Loans as directed by the Borrower in writing.
(c) The Company Borrower 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 to in connection with the purchase repurchase of the Notes Loans as a result of a Change of Control. On To the Change extent that the provisions of Control Payment Date, any securities laws or regulations conflict with the Company will, provisions of this Section 6.8 the Borrower will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 6.8 by virtue of such compliance.
(d) Notwithstanding anything to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described contrary in this Section 4.186.8, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company Borrower will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture Section 6.8 and purchases all Loans properly submitted for repayment and not withdrawn under the Change of Control Offer, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made by the Company and purchases all Notes validly tendered and not withdrawn under such Change in advance of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditional upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment and has purchased all Notes properly tendered in accordance with at the terms time the Change of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventControl Offer is made.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will of a series shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, by first-class mail, postage prepaidsent electronically in .pdf format), a written notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes of such series on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes of such series or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes of such series or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes of such series so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes of such series (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes of such series so tendered the Change of Control Payment for themsuch Notes of such series, 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 will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder of Notes of such series a new Note of such series equal in principal amount to any unpurchased portion of the Notes of such series surrendered, if any. Each ; provided that each such new Note will of such series shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except With respect to the Notes of any series, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes of such series validly tender and do not withdraw such 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 15 days following such purchase pursuant to the Change of Control Offer described above, to redeem all such Notes of such series 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 event Change of a takeoverControl Payment, recapitalization accrued and unpaid interest to, but excluding, the Change of Control Payment Date. Upon the payment of the Change of Control Payment, the Issuer shall, subject to the provisions of Section 2.16, deliver or similar transactioncause to be delivered the Notes of such series purchased to the Trustee for cancellation. The Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes of a series validly tendered and not withdrawn under such Change of Control OfferOffer or (2) a 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 of such series, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.08.
(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 such laws and regulations are applicable in connection with the repurchase of the Notes of such Alternate Offerseries as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Brinks Co)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will ") at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “"Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date”"). .
(b) Within 30 days following the date on which a Change of Control occurs, the Company shall send (or request in writing that the Trustee send), by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and and, if given by the Company, the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 4.08 and that all Notes validly tendered and not 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 Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in and not withdrawn pursuant to the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(d) The Paying Agent will promptly mail (or deliver by wire transfer) to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount Upon the payment of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in Payment, the manner, at Trustee shall return the times and otherwise in compliance with the requirements set forth in this Indenture applicable Notes purchased to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change for cancellation. For purposes of Control Offer. this Section 4.08, the Trustee shall act as the Paying Agent.
(e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, Offer as provided above, in this Section 4.08 if, in connection with or in contemplation of any Change of Control, it has made a third party makes an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and in substantial compliance with the requirements applicable to a Change of Control Offer that the Company would otherwise be required to make pursuant to this Section 4.08 (an "Alternate Offer") and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.
(f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after be deemed to have breached its obligations under the Fall-Away Eventprovisions of this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (FMC Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuers to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuers’ option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company Issuers shall send, or at the Issuers’ written request and expense the Trustee shall send, electronically or by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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 sent, 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. The notice to 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 4.18 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults Issuers default 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 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 Issuers 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) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount in U.S. Dollars 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 all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuers. 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 send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuers shall execute and, upon receipt of a written order of the Issuers 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 $2,000 or an integral multiple of $1,000 in excess thereof. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) 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 Issuers for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control 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 Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (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 contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(f) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to in connection with the purchase repurchase of the Notes as a result of a Change of Control. On To the Change extent that the provisions of Control Payment Dateany securities laws or regulations conflict with provisions of this covenant, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit Issuers shall comply with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; applicable securities laws and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, regulations and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required deemed to make a Change of Control Offer upon a Change of Control 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 have breached their obligations under this Indenture applicable to a Change of Control Offer made paragraph by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventvirtue thereof.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will shall have the right to require the Company to purchase offer to repurchase (a "Change of Control Offer") all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of that Holder’s 's Notes pursuant to the offer described below (the “a Change of Control Offer”)Offer on the terms sxx xxxth herein. In the Change of Control Offer, the Company will shall offer a payment (the “Change of Control Payment”) Payment in cash equal to 101% of the aggregate principal amount of the Notes purchased repurchased plus accrued and unpaid interest on such Notesand Additional Interest, if any, on the Notes repurchased, to the date of purchase (the “"Change of Control Payment Date”"). .
(b) Within 30 days following the date on which the Company becomes aware that a Change of Control occurshas occurred, the Company shall send, by first-class mail, postage prepaid, mail a notice to each Holder of Notes at its last registered address and describing the Trustee, which notice shall govern the terms of transaction or transactions that constitute the Change of Control Offer. The notice and offering to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Payment and repurchase notes on the Change of Control Payment Date (specified in the notice, which date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law);.
(3c) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will 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 to in connection with the purchase repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations con- flict with this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(x1) accept for payment all Notes or portions of Notes properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes properly tendered; and and
(z3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(e) The Paying Agent will shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for themsuch Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such ; provided that each new Note will shall be in a principal amount of $1,000 or an integral multiple of $1,000. Except .
(f) The Company shall publicly announce the results of the Change of Control Offer on or as described in this Section 4.18soon as practicable after the Change of Control Payment Date.
(g) Notwithstanding the foregoing, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption pursuant to Section 3.03 is delivered, unless and until there is a default in payment of the applicable redemption price.
(h) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing, Notes repurchased by the Company will not be required pursuant to make a Change of Control OfferOffer shall have the status of notes issued but not outstanding or shall be retired and canceled, as provided above, if, in connection with or in contemplation at the option of any Change the Company. Notes purchased by a third party pursuant to the preceding paragraph shall have the status of Control, it has made an offer to purchase (an “Alternate Offer”) any notes issued and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventoutstanding.
Appears in 1 contract
Samples: Indenture (Seminis Inc)
Repurchase at the Option of Holders upon Change of Control. If a Change of Control occurs, each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Company will offer a payment (the “"Change of Control Payment”") in cash equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest on such Notes, if any, to the date of purchase (the “"Change of Control Payment Date”"). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not 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 Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “"Alternate Offer”") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.
Appears in 1 contract
Samples: Indenture (Imc Global Inc)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”)") and the other procedures required by this Agreement. In the Change of Control Offer, the Company will offer a payment (the “"Change of Control Payment”") in cash equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest on such Notes, if any, to the date of purchase (the “"Change of Control Payment Date”"). .
(b) Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the TrusteeHolder, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 7.8 and that all Notes validly tendered and not 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, but in any event shall be at least one Business Day following the change of control payment date in respect of the change of control offer under the Senior Notes Indenture);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Company at the address specified in the notice prior 57 to the close of 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 receivesCompany receivers, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company will, to the extent lawful: (xi) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; , and (yii) deposit with pay to the Paying Agent Holders of Notes or portions thereof so tendered an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and .
(zd) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent Company will promptly mail to each Holder of Notes tendered the Change of Control Payment for themsuch Notes, and the Trustee Company will promptly authenticate and mail (or cause to be transferred Transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “"Alternate Offer”") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This The Alternate Offer must comply with all the other provisions applicable to the Change in Control Offer, shall remain, if commenced prior to the Change in Control, open for acceptance until the consummation of the Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or consummation thereof.
(f) The Company will comply, or cause any third party making an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer or an Alternate Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 7.8, the Company shall comply with the applicable securities laws and regulations and shall not apply after be deemed to have breached its obligations under the Fall-Away Eventprovisions of this Section 7.8 by virtue thereof.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 in minimum amounts of €100,000 each or an integral multiple of €1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the such series of Notes purchased plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall send, by first-class mail, postage prepaid, Issuer will send a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a the Change of Control Offer will be required to surrender the such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the such Note completed, to the Paying Agent and Registrar for the Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, .pdf attachment or letter setting forth the name of the Holder, the principal amount of the Notes 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 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 $1,000 €100,000 each or integral multiples of €1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes €100,000 each or an integral multiple of €1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes of such series or portions of Notes thereof properly tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes of such series so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes of such series (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate (or cause to be authenticated) and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 €100,000 each or an integral multiple of $1,000€1,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes of such series validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 of such series 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 event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the applicable Redemption 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes of such series validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to paragraph 5 of the applicable Notes, 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Company will Issuer shall comply with the applicable securities laws and regulations and shall not be required deemed to have breached its obligations under this paragraph by virtue thereof.
(f) If and for so long as any Notes are listed on the Official List of Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish a public announcement with respect to the results of any Change of Control Offer in a leading newspaper of general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such announcement on the official website of Euronext Dublin (xxx.xxx.xx or any successor website).
(g) Subject to Section 8.02(b) hereof, the provisions of this Indenture relating to the Issuer’s obligation to make a Change of Control Offer, as provided above, if, in connection Offer with respect to a series of Notes may be waived or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance modified with the terms written consent of Holders of a majority in outstanding aggregate principal amount of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventseries of Notes.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but excluding, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, by first-class mail, postage prepaidsend electronically), a written notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 15 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission letter or letter 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 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization accrued and unpaid interest to but excluding the Change of Control Payment Date. Upon the payment of the Change of Control Payment, the Issuer shall, subject to the provisions of Section 2.16, deliver or similar transactioncause to be delivered the Notes purchased to the Trustee for cancellation. The Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.08.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 200,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to Global Notes, by first-class mail, postage prepaidsent electronically in .pdf format), a written notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 200,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $200,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 200,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the Change of Control 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this Section 4.08.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this Section 4.08 by virtue thereof.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Senior Subordinated Notes will have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Senior Subordinated Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesin- terest, if any, to the purchase date (subject to the right of purchase Holders of record on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment Date”Purchase Price"). ); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Senior Subordinated Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Senior Subordinated Notes pursuant to paragraph 5 of the Senior Subordinated Notes at any time prior to the requirement to consummate the Change of Control and redeem the Senior Subordinated Notes in accordance with such notice.
(b) Within 30 days following any Change of Control, or, at the date on which a Company's option, prior to the consummation of such Change of Control occursbut after it is publicly announced, the Company shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Senior Subordinated Notes, at its last registered such Holder's address and appearing in the TrusteeSenior Subordinated Note register, which a notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Senior Subordinated Notes validly timely tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not 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 interestthe circumstances and relevant facts regarding such Change of Control;
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after offer is conditioned on the Change of Control Payment Date;occurring; and
(5) the procedures that Holders of Senior Subordinated Notes must follow in order to tender their Senior Subordinated Notes (or portions thereof) for payment, and the procedures that Holders of Senior Subordinated Notes must follow in order to withdraw an election to tender Senior Subordinated Notes (or portions thereof) for payment. Holders electing to have a Senior Subordinated Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Senior Subordinated Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Company or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Company receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Senior Subordinated Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Subordinated Note purchased;.
(7c) that Holders whose Notes are purchased only On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in part will be issued new Notes trust) in a principal cash an 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the requirements provisions 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 to the purchase of the Notes as a result of a Change of Controlthis Section 4.08(c). On the Change of Control Payment Date, the Company will, shall deliver to the extent lawful: (x) accept for payment all Trustee the Senior Subordinated Notes or portions of Notes thereof that have been properly tendered in to and are to be accepted by the Change of Control Offer; Company for payment.
(yd) deposit with The Trustee or the Paying Agent an amount equal to shall, on the Change of Control Payment for all Notes Date, mail or portions deliver payment to each tendering Holder of Notes tendered; and (z) deliver or cause to be the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Notes so accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount of Notes Trustee or portions of Notes being purchased by the Company. The Paying Agent will promptly mail Agent, as the case may be, shall deliver the excess to each Holder of Notes tendered the Company immediately after the Change of Control Payment for themDate.
(e) Notwithstanding the foregoing, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer has made an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company Company, any and purchases all Senior Subordinated Notes validly properly tendered and has purchased all Senior Subordinated Notes properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Subordinated Notes pursuant to a Change of Control Offer, including any applicable securities laws of the Unites States. This To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after be deemed to have breached its obligations under the Fall-Away Eventprovisions of this Section 4.08 by virtue of such compliance with these securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Donnelley R H Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursor, each Holder of Notes will have at the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that HolderIssuer’s Notes pursuant option, prior to the offer consummation of a Change of Control but after it is publicly announced, the Issu- er will make an offer, as described below (the “Change of Control Offer”). In , to the Change Holders of Control Offer, all of the Company will outstanding Notes at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased tendered, plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s op- tion, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depositary procedures or regulations with respect to global Notes, by first-class mail, postage prepaid, send electronically) a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that consti- tute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes pursuant to notice is mailed, other than as required by law) (the “Change of Control OfferPayment Date”) pur- suant to the procedures required by this Indenture and described in such notice. Such obliga- tion will not continue after a discharge of the Issuer or defeasance from its obligations with respect to the Notes. Such notice shall state:
: (1) that the Change of Control Offer is being made pursuant to this Section 4.18 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 mailedsent, other than as may be required by law);
(3c) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: (x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursu- ant to the Change of Control Offer; (y2) deposit with the Paying Agent an amount equal to the Change of Control Con- trol Payment for in respect of all Notes or portions of Notes thereof so tendered; and (z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Promptly following the deposit with the Paying Agent of the moneys described in Section 4.08(c)(2) above and the delivery of the Officer’s Certificate described in Section 4.08(c)(3) above, the Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Event.Change
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 1,450 or an integral multiple of $1.00 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, equal to $1.00 or an integral multiple of $1.00 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, thereon to but excluding the purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date.
(b) Within 30 days following any Change of Control or, at the Issuer’s option, prior to the consummation of such Change of Control, the Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, send electronically) a notice to each Holder and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 20 Business Days and (unless delivered in advance of the occurrence of such Change of Control) not later than 60 days from the date such notice is sent, other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.07 and that all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer 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 20 Business Days and (unless delivered in advance of the occurrence of such Change of Control) not later than 60 days from the date such notice is mailedsent, other than as may be required by law); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes Note at the address specified in the notice 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 tendered Notes and their election to require the Issuer to purchase such Notes if the Paying Agent receives, not later than the second Business Day prior to expiration time of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;
(7) that if the Issuer is redeeming less than all of the Notes, 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 $1,000 1,450 or an integral multiples multiple of $1.00 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, each new Note issued shall be a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof; and;
(8) the circumstances and relevant facts regarding if such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder notice is sent prior to the extent those laws and regulations are applicable to the purchase of the Notes as a result occurrence of a Change of Control. , stating that the Change of Control Offer is conditional on the occurrence of such Change of Control or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.07 that a Holder must follow.
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: permitted by law:
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $1,450 or an integral multiple of $1.00 in excess thereof and, in the case of any PIK Note, in minimum amounts of $1.00 and any integral multiple of $1.00 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will shall be in a principal amount of $1,000 1,450 or an integral multiple of $1,0001.00 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, each such new Note shall be a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. Except 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.
(d) 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption.
(e) 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 Company Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(f) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party approved in writing by the Issuer makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.07 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in paragraph 5 of the Notes or as set forth in Section 9.01 prior to the date the Issuer is required to send notice of the Change of Control Offer to the Holders, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Company will not be required consummation of such Change of Control, or such other conditions specified therein, 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 4.07. The Issuer’s obligation to make a Change of Control OfferOffer shall not continue after a discharge of the Issuer, as provided above, if, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations with respect to the Notes.
(g) 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 such laws and regulations are applicable in connection with or in contemplation the repurchase of any the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.07, it has the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(h) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made an offer pursuant to purchase the provisions of Sections 3.02, 3.05 and 3.06.
(an “Alternate Offer”i) any and all Notes validly tendered at The provisions of this Section 4.07 relating to the Issuer’s obligation to make a cash price equal to or higher than the Change of Control Payment and has purchased all Offer with respect to the Notes properly tendered in accordance upon a Change of Control may be waived or modified with the terms written consent of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventHolders of a majority in principal amount of the Notes.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but excluding, the date of purchase (subject to the rights of Holders of Notes to be purchased on or after the record date for the payment of interest to receive interest on the relevant interest payment date) (the “Change of Control Payment”).
(b) Within 30 days following any Change of Control or, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof (in which case, the notice may state that the Change of Control Offer is conditional on the occurrence of such Change of Control or such other conditions specified therein), the 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 and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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 sent (provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date notice is sent) as any or all conditions to such Change of Control Offer are satisfied or waived), other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;
(2) the Change of Control Payment offer price 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)Date;
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples of $1,000 in excess thereof; and
(8) the material circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent or tender agent appointed for such purpose an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent or tender agent appointed for such purpose will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 30 days’ prior notice to the Holders (with a copy to the Trustee), 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 this Section 4.18cash equal to the applicable Change of Control Payment plus, this Indenture does to the extent not contain provisions that permit included in the Change of Control Payment, accrued but unpaid interest, if any, to, but excluding, the Change of Control Payment Date (subject to the rights of Holders of Notes to require that be redeemed on or after the Company purchase record date for the payment of interest to receive interest on the relevant interest payment date). Upon the payment of the Change of Control Payment, the Issuer shall, subject to the provisions of Section 2.16, deliver or redeem cause to be delivered the Notes in purchased to the event of a takeover, recapitalization or similar transactionTrustee for cancellation. The Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.08.
(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 such laws and regulations are applicable in connection with the repurchase of the Notes properly tendered as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.
(f) For the avoidance of doubt, the Issuer’s obligations under this Section 4.08 will not continue after the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventArticle Nine.
Appears in 1 contract
Samples: Indenture (Ingevity Corp)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will shall have the right to require the Company to purchase offer to repurchase (a "Change of Control Offer") all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of that Holder’s 's Notes pursuant to the offer described below (the “a Change of Control Offer”)Offer on the terms set forth herein. In the Change of Control Offer, the Company will shall offer a payment (the “Change of Control Payment”) Payment in cash equal to 101% of the aggregate principal amount of the Notes purchased repurchased plus accrued and unpaid interest on such Notesand Additional Interest, if any, on the Notes repurchased, to the date of purchase (the “"Change of Control Payment Date”"). .
(b) Within 30 days following the date on which the Company becomes aware that a Change of Control occurshas occurred, the Company shall send, by first-class mail, postage prepaid, mail a notice to each Holder of Notes at its last registered address and describing the Trustee, which notice shall govern the terms of transaction or transactions that constitute the Change of Control Offer. The notice and offering to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Payment and repurchase notes on the Change of Control Payment Date (specified in the notice, which date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law);.
(3c) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will 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 to in connection with the purchase repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations con- flict with this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(x1) accept for payment all Notes or portions of Notes properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes properly tendered; and and
(z3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(e) The Paying Agent will shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for themsuch Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such ; provided that each new Note will shall be in a principal amount of $1,000 or an integral multiple of $1,000. Except .
(f) The Company shall publicly announce the results of the Change of Control Offer on or as described in this Section 4.18soon as practicable after the Change of Control Payment Date.
(g) Notwithstanding the foregoing, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.08 applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption pursuant to Section 3.03 is delivered, unless and until there is a default in payment of the applicable redemption price.
(h) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing, Notes repurchased by the Company will not be required pursuant to make a Change of Control OfferOffer shall have the status of notes issued but not outstanding or shall be retired and canceled, as provided above, if, in connection with or in contemplation at the option of any Change the Company. Notes purchased by a third party pursuant to the preceding paragraph shall have the status of Control, it has made an offer to purchase (an “Alternate Offer”) any notes issued and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventoutstanding.
Appears in 1 contract
Samples: Indenture (Seminis Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 €100,000 or an integral multiple of €1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall send, by first-class mail, postage prepaid, Issuer will send a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is sent, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change of Control Offerprocedures 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 4.18 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 €100,000 or integral multiples of €1,000 in excess thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes €100,000 or an integral multiple of €1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof properly tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate (or cause to be authenticated) and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 €100,000 or an integral multiple of $1,000€1,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this covenant.
(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 such Alternate Offer. This Section 4.18 will not apply after laws and regulations are applicable in connection with the Fall-Away Event.repurchase of the Notes as a result of a
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 €50,000 or an integral multiple of €1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company Issuer shall send, or at the Issuer’s written request and expense the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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 obligation will not continue after a discharge of the Issuer or defeasance from its obligations with respect to the Notes. The notice to 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 4.18 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, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 €50,000 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 €50,000 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 so 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 €50,000 or an integral multiple of €1,000 in excess thereof. The Company 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.
(d) 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.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control 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 (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 contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant.
(f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable to in connection with the purchase repurchase of the Notes as a result of a Change of Control. On To the Change extent that the provisions of Control Payment Dateany securities laws or regulations conflict with provisions of this covenant, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit Issuer shall comply with the Paying Agent an amount equal applicable securities laws and regulations and shall not be deemed to the Change of Control Payment have breached its obligations under this paragraph by virtue thereof.
(g) If and for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee so long as the Notes so accepted together with an Officers’ Certificate stating are listed on the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion Official List of the Notes surrenderedLuxembourg Stock Exchange and admitted for trading on the Euro MTF Market, if any. Each such new Note the Issuer will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes publish notices relating to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (which is expected to be the mannerLuxembourger Wort) or, at to the times extent and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change manner permitted by such rules, post such notices on the official website of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase Luxembourg Stock Exchange (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventxxx.xxxxxx.xx).
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”)") and the other procedures required by this Indenture. In the Change of Control Offer, the Company will offer a payment (the “"Change of Control Payment”") in cash equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest on such Notes, if any, to the date of purchase (the “"Change of Control Payment Date”"). .
(b) Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 4.08 and that all Notes validly tendered and not 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 Company 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 a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(d) The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “"Alternate Offer”") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or consummation thereof.
(f) The Company will comply, or cause any third party making an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer or an Alternate Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.18 will 4.08, the Company shall comply with the applicable securities laws and regulations and shall not apply after be deemed to have breached its obligations under the Fall-Away Eventprovisions of this Section 4.08 by virtue thereof.
Appears in 1 contract
Samples: Indenture (Pca International Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, equal to $1.00 or an integral multiple of $1.00 in excess thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer a payment price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, thereon to but excluding the purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date.
(b) Within 30 days following any Change of Control or, at the Issuer’s option, prior to the consummation of such Change of Control, the Issuer will mail (or to the extent permitted or required by applicable Depository procedures or regulations with respect to global Notes, send electronically) a notice to each Holder and the Trustee. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 20 Business Days and (unless delivered in advance of the occurrence of such Change of Control) not later than 60 days from the date such notice is sent, other than as required by law) (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes ) pursuant to the Change of Control Offerprocedures 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 4.18 4.07 and that all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer 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 20 Business Days and (unless delivered in advance of the occurrence of such Change of Control) not later than 60 days from the date such notice is mailedsent, other than as may be required by law); provided that the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company Issuer defaults in making the payment thereforof the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after on the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes Note at the address specified in the notice 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 tendered Notes and their election to require the Issuer to purchase such Notes if the Paying Agent receives, not later than the second Business Day prior to expiration time of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;
(7) that if the Issuer is redeeming less than all of the Notes, 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 $1,000 or an integral multiples multiple of $1,000 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, each new Note issued shall be a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof; and;
(8) the circumstances and relevant facts regarding if such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder notice is sent prior to the extent those laws and regulations are applicable to the purchase of the Notes as a result occurrence of a Change of Control. , stating that the Change of Control Offer is conditional on the occurrence of such Change of Control or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(9) the other instructions, as determined by the Issuer, consistent with this Section 4.07 that a Holder must follow.
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: permitted by law:
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $1,000 or an integral multiple of $1,000 in excess thereof and, in the case of any PIK Note, in minimum amounts of $1.00 and any integral multiple of $1.00 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee will shall promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each ; provided that each such new Note will shall be in a principal amount of $1,000 or an integral multiple of $1,0001,000 in excess thereof or, if PIK Interest has been paid pursuant to Section 2.20, each such new Note shall be a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. Except 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.
(d) 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to but excluding the date of redemption.
(e) 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 Company Trustee may act as the Paying Agent for purposes of any Change of Control Offer.
(f) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party approved in writing by the Issuer makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.07 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in paragraph 5 of the Notes or as set forth in Section 9.01 prior to the date the Issuer is required to send notice of the Change of Control Offer to the Holders, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Company will not be required consummation of such Change of Control, or such other conditions specified therein, 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 4.07. The Issuer’s obligation to make a Change of Control OfferOffer shall not continue after a discharge of the Issuer, as provided above, if, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations with respect to the Notes.
(g) 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 such laws and regulations are applicable in connection with or in contemplation the repurchase of any the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.07, it has the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.
(h) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made an offer pursuant to purchase the provisions of Sections 3.02, 3.05 and 3.06.
(an “Alternate Offer”i) any and all Notes validly tendered at The provisions of this Section 4.07 relating to the Issuer’s obligation to make a cash price equal to or higher than the Change of Control Payment and has purchased all Offer with respect to the Notes properly tendered in accordance upon a Change of Control may be waived or modified with the terms written consent of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away EventHolders of a majority in principal amount of the Notes.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursor, each Holder of Notes will have at the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that HolderIssuer’s Notes pursuant option, prior to the offer consummation of a Change of Control but after a transaction that would constitute a Change of Control upon consummation is publicly announced, the Issuer will make an offer, as described below (the “Change of Control Offer”). In , to the Change Holders of Control Offer, the Company will all of each series of outstanding Notes at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased tendered, plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following any Change of Control or, at the date on which Issuer’s option, prior to the consummation of such Change of Control but after the public announcement of a transaction that would constitute a Change of Control occursupon consummation thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depositary procedures or regulations with respect to each series of global Notes, by first-class mail, postage prepaid, send electronically) a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute, or are expected to constitute, the Change of Control Offer. The and offer to repurchase each series of Notes on the purchase date specified in such notice to (which must be no earlier than 10 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is mailed or sent electronically, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of Control Offerthe Issuer or defeasance from its obligations with respect to each series of Notes. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.18 4.07 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples thereofof $1,000 in excess of $2,000; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Promptly following the deposit with the Paying Agent of the moneys described in Section 4.07(c)(2) above and the delivery of the Officer’s Certificate described in Section 4.07(c)(3) above, the Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Issuer will 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 will promptly authenticate and mail 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. Each ; provided that each such new Note will be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except The Issuer will publicly announce the results of the Change of Control Offer on or as soon as reasonably 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 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 in this Section 4.18below, this Indenture does purchases all of the applicable Notes validly tendered and not contain provisions that permit withdrawn by such holders, the Holders Issuer will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 10 days following such purchase pursuant to the Change of Control Offer described above, to redeem all such series of Notes that remain outstanding following such purchase at a redemption price in cash equal to require that the Company purchase or redeem applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest to, but not including, the redemption date. Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.16, return the Notes in purchased to the event of a takeover, recapitalization or similar transactionIssuer for cancellation. The Company 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 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 Indenture applicable Section 4.07 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of such Alternate Offer. This this Section 4.18 will not apply after the Fall-Away Event4.07.
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
Repurchase at the Option of Holders upon Change of Control. If In the event of the occurrence of a Change of Control occurs(the date of such occurrence being the “Change of Control Date”), the Company shall, within 30 days after the occurrence of such Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”) for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder with a copy to the Trustee stating:
(1) that a Change of Notes will have Control has occurred and that such Holder has the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesand Special Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (purchase date, which shall be a Business Day 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 Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoingAlternatively, the Company will not be required to make a Change of Control Offer, Offer as provided above, if, in connection with or in contemplation of any Change of Control, it the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment Purchase Price and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer so long as the terms and conditions of such contemplated Change of Control are described in reasonable detail to the Holders in the notice delivered in connection with such Alternate Offer. This Section 4.18 The Company will not apply after be required to make a Change of Control Offer following a Change of Control if a third party makes the Fall-Away EventChange of Control Offer in a manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Company or makes an Alternate Offer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Alternate Offer. If the Company makes a Change of Control Offer or Alternate Offer, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable federal or state securities laws and regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Change of Control Offer occurring as a result of such compliance shall not be deemed a Default or an Event of Default.
Appears in 1 contract
Samples: Indenture (General Cable Corp /De/)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company to purchase repurchase all or any part (equal to $1,000 or E1,000 as the case may be, or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will ") at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof plus accrued and unpaid interest on such Notesinterest, if any, thereon to the date of purchase (the “"Change of Control Payment Date”Payment"). .
(b) Within 30 days following the date on which a any Change of Control occursControl, the Company shall send, or at the Company's written request the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trusteeaddress, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase 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 required by law) (the "Change of Control Payment Date") pursuant to the procedures required by this Indenture and described in such notice. The notice to 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 4.18 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, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 applicable Paying Agent and Registrar for the Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the applicable Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or E1,000, or the case may be, or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willshall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in integral multiples of Notes properly $1,000 or (euro)1,000, as the case may be) validly tendered in and not validly withdrawn pursuant to the Change of Control Offer; ;
(y2) deposit with (a) the Dollar Paying Agent an amount in U.S. Dollars equal to the Change of Control Payment for in respect of all Dollar Notes or portions thereof so tendered and (b) the Euro Paying Agent an amount in Euros equal to the Change of Control Payment in respect of all Euro Notes or portions thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the all Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Dollar Notes (or portions thereof) and the aggregate principal amount of Euro Notes (or portions thereof), in each case being purchased by the Company. The Upon receipt by the applicable Paying Agent will of the monies specified in clause (2) above and the Officers' Certificate specified in clause (3) above, such Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for themsuch Notes, and the Trustee will 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 or (euro)1,000, as the case may be, or an integral multiple thereof. The Company shall publicly announce the results of $1,000. Except the Change of Control Offer on or as described in this soon as practicable after the Change of Control Payment Date.
(d) Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 4.182.17, this Indenture does not contain provisions that permit return the Holders of Notes purchased to require that the Company purchase or redeem for cancellation. The Trustee may act as the Notes in Dollar Paying Agent and/or the event Euro Paying Agent for purposes of a takeover, recapitalization or similar transaction. any Change of Control Offer.
(e) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(f) 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. Notwithstanding To the foregoingextent that the pro- visions of any securities laws or regulations conflict with provisions of this covenant, the Company will shall comply with the applicable securities laws and regulations and shall not be required deemed to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventhave breached its obligations under this paragraph by virtue thereof.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will offer ") at a payment (the “Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased Accreted Value thereof, plus accrued and unpaid interest on such Notesinterest, if any, to the purchase date (subject to the right of purchase Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “"Change of Control Payment Date”Purchase Price"). Within 30 days following ; provided, however, that notwithstanding the date on which occurrence of a Change of Control occursControl, the Company Issuer shall not be obligated to purchase the Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes pursuant to paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Offer and redeems the Notes in accordance with such notice.
(b) Within 60 days following any Change of Control, or, at the Issuer's option, prior to the consummation of such Change of Control but after it is publicly announced, the Issuer shall send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder's address and appearing in the TrusteeNote register, which a notice shall govern the terms of the Change of Control Offer. The notice to 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 statestating:
(1) that the a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control Payment Date (which shall be no earlier than 30 days nor and not 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 interestthe circumstances and relevant facts regarding the Change of Control;
(4) thatif the notice is mailed prior to a Change of Control, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to that the Change of Control Offer shall cease to accrue interest after is conditioned on the Change of Control Payment Date;occurring and Notes will not be accepted for payment unless and until the Change of Control is consummated; and
(5) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Issuer or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Issuer receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount at maturity of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to Issuer shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause Purchase Price payable to the Holders entitled thereto, to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment held for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered payment in accordance with the terms provisions of such Alternate Offer. This this Section 4.18 will not apply after the Fall-Away Event4.
Appears in 1 contract
Samples: Indenture (Pharma Services Intermediate Holding Corp)
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer ) at a payment purchase price (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes purchased thereof, plus accrued and unpaid interest on such Notesinterest, if any, to but excluding the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase (the “Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Notes under the terms of paragraph 5 of the Notes at any time prior to the requirement to consummate the Change of Control Payment Date”). Offer and redeems the Notes in accordance with such notice.
(b) Within 30 days following the date on which a any Change of Control occursthe Issuer shall (x) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States, the Company shall and (y) send, by first-class mail, postage prepaidwith a copy to the Trustee, a notice to each Holder of Notes Notes, at its last registered such Holder’s address and appearing in the TrusteeNote register, which a notice shall govern the terms of the stating:
(i) that a Change of Control Offer. The notice to the Holders shall contain all instructions has occurred or will occur and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made pursuant to this Section 4.18 4.08 and that all Notes validly timely tendered and not withdrawn will be accepted for payment;
(2ii) the Change of Control Payment Purchase Price and the repurchase date (the “Change of Control Payment Date (Date”), which shall be be, subject to any contrary requirements of applicable law, a Business Day 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);
(3iii) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to circumstances and relevant facts regarding the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;Control; and
(5iv) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Paying Agent and Registrar for the Notes Issuer or its agent at the address specified in the notice prior to the close of business on the third at least three Business Day Days prior to the Change of Control Payment Date;
(6) that . Holders will shall be entitled to withdraw their election if the Paying Agent Trustee or the Issuer receives, not later than the second one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, electronic mail or letter setting forth the name of the Holder, the principal amount of the Notes the Holder Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased;.
(7c) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal On or prior 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 $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to Issuer shall irrevocably deposit with the extent lawful: (x) accept for payment all Notes Trustee or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause Purchase Price payable to the Holders entitled thereto, to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes tendered the Change of Control Payment held for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company will not be required to make a Change of Control Offer upon a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered payment in accordance with the terms of such Alternate Offer. This this Section 4.18 will not apply after the Fall-Away Event4.
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Repurchase at the Option of Holders upon Change of Control. If In the event of the occurrence of a Change of Control occurs(the date of such occurrence being the “Change of Control Date”), the Company shall, within 30 days after the occurrence of such Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”) for a cash price equal to 101% of the Accreted Value thereof as of the Change of Control Purchase Date, plus accrued and unpaid interest, if any, and Additional Interest, if any, to the date of purchase. In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder with a copy to the Trustee stating:
(1) that a Change of Notes will have Control has occurred and that such Holder has the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control PaymentPurchase Price”) in cash equal to 101% of the aggregate principal amount Accreted Value thereof as of the Notes purchased Change of Control Purchase Date, plus accrued and unpaid interest on such Notesinterest, if any, and Additional Interest, if any, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following the date on which a Change of Control occurs, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address and the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to 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 4.18 and that all Notes validly tendered and not withdrawn will be accepted for paymentpurchase;
(2) the Change of Control Payment and the Change of Control Payment Date (repurchase date, which shall be a Business Day 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 Company defaults in making the payment thereforof the purchase price, any Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrete Accreted Value or cease to accrue interest interest, as the case may be, after the Change of Control Payment Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to a 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 Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 or integral multiples thereof; and
(8) 4) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (x) accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer; (y) deposit with the Paying Agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased procedures determined by the Company. The Paying Agent will promptly mail , consistent with this Indenture, that a Holder must follow in order to each Holder of have its Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Except as described in this Section 4.18, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionpurchased. The Company will not be required to make a Change of Control Offer upon following a Change of Control if a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding the foregoing, If the Company will not be required to make makes a Change of Control Offer, as provided abovethe Company will comply with all applicable tender offer laws and regulations, ifincluding, in connection with to the extent applicable, Section 14(e) and Rule 14e-l under the Exchange Act, and any other applicable federal or in contemplation state securities laws and regulations and any applicable requirements of any Change securities exchange on which the Notes are listed, and any violation of Control, it has made an offer the provisions of this Indenture relating to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the such Change of Control Payment and has purchased all Notes properly tendered in accordance Offer occurring as a result of such compliance shall not be deemed an Event of Default or an event that, with the terms passing of such Alternate Offer. This Section 4.18 will not apply after the Fall-Away Eventtime or giving of notice, or both, would constitute an Event of Default.
Appears in 1 contract
Repurchase at the Option of Holders upon Change of Control. If (a) Upon the occurrence of a Change of Control occursor, each Holder of Notes will have at the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that HolderIssuer’s Notes pursuant option, prior to the offer consummation of a Change of Control but after it is publicly announced, the Issuer will make an offer, as described below (the “Change of Control Offer”). In , to the Change Holders of Control Offer, all of the Company will outstanding Notes at an offer a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of the Notes purchased tendered, plus accrued and unpaid interest on such Notesinterest, if any, to thereon to, but not including, the date of purchase (the “Change of Control Payment DatePayment”). .
(b) Within 30 days following the date on which a any Change of Control occursor, at the Issuer’s option, prior to the consummation of such Change of Control but after the public announcement thereof, the Company shall sendIssuer will mail (or to the extent permitted or required by applicable Depositary procedures or regulations with respect to global Notes, by first-class mail, postage prepaid, send electronically) a notice to each Holder of Notes at its last registered address and the Trustee, which . The notice shall govern describe the terms of transaction or transactions that constitute the Change of Control Offer. The and offer to repurchase Notes on the purchase date specified in such notice to (which must be no earlier than 30 days nor later than 60 days from the Holders shall contain all instructions and materials necessary to enable date such Holders to tender Notes notice is mailed, other than as required by law) (the “Change of Control Payment Date”) pursuant to the Change procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of Control Offerthe Issuer or defeasance from its obligations with respect to the Notes. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.18 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 mailedsent, other than as may be required by law);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company 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 a 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 Notes Note at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second third Business Day prior to the Change of Control Payment Date, a telegram, telex, 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 $1,000 2,000 or integral multiples thereofof $1,000 in excess of $2,000; and
(8) the circumstances and relevant facts regarding such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control. .
(c) On the Change of Control Payment Date, the Company willIssuer shall, to the extent lawful: :
(x1) accept for payment all Notes or portions thereof (in minimum amounts of Notes $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered in pursuant to the Change of Control Offer; ;
(y2) deposit with the Paying Agent an amount equal to the Change of Control Payment for in respect of all Notes or portions of Notes thereof so tendered; and and
(z3) deliver or cause to be delivered to the Trustee the for cancellation all Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes (or portions of Notes thereof) being purchased by the CompanyIssuer. The Promptly following the deposit with the Paying Agent of the moneys described in Section 4.08(c)(2) above and the delivery of the Officer’s Certificate described in Section 4.08(c)(3) above, the Paying Agent will promptly mail remit to each Holder of Notes so tendered the Change of Control Payment for themsuch 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 will shall promptly authenticate and mail 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. Each ; provided that each such new Note will shall be in a principal amount of $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof. Except 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 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 in this Section 4.18below, this Indenture does not contain provisions that permit the Holders purchases all of Notes to require that the Company purchase or redeem the Notes validly tendered and not withdrawn by such holders, the Issuer will have the right, upon not less than 15 nor more than 30 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 event Change of a takeoverControl Payment, recapitalization or similar transactionaccrued and unpaid interest to not including the date of redemption 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 Company 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 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 Indenture applicable Section 4.08 with respect to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer 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 of the applicable redemption price. Notwithstanding anything to the foregoingcontrary contained herein, the Company will not be required to make a Change of Control Offer, as provided above, if, Offer may be made in connection with or in contemplation advance of any a Change of Control, it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at conditioned upon the consummation of such Change of Control, if a cash price equal to or higher than definitive agreement is in place for the Change of Control Payment at the time the Change of Control Offer is made and has purchased all Notes properly tendered such Change of Control Offer is otherwise made in accordance compliance with the terms provisions of this covenant.
(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 such Alternate Offerlaws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. This To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.18 will 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not apply after the Fall-Away Eventbe deemed to have breached its obligations under this paragraph by virtue thereof.
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
