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Common use of Repurchase at the Option of Holders Clause in Contracts

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.

Appears in 1 contract

Samples: Indenture (TMM Lines LTD LLC)

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $1,000 €100,000 or an integral multiple of €1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment date) which date Interest Payment Date); provided that the Issuers and the Parent Guarantor shall not be no earlier than 30 days nor later than 60 days from the date required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of such offer is mailed, other than as required by lawits intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when When the aggregate amount of Excess Proceeds exceeds the greater of $25 million100,000,000 and 1.5% of Total Assets, the Issuer shall be required to Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the Notes and holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds, at a redemption . The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, case accrued and unpaid interest, if any, to the date of repurchasepurchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Repurchase at the Option of Holders. If there is a Change of Control Triggering Event occurs (as defined in the Indenture) at any timeControl, the Issuer Issuers shall be required to make an offer (a "Change of Control Offer") to purchase on the Purchase Date repurchase all or any part (equal to $1,000 or an integral multiple thereof) of this Note each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required in the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, the Issuers shall (i) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (ii) obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes as provided in Section 4.16 of the Indenture. The Issuers shall first comply with the requirements of the preceding sentence before they shall be required to repurchase Notes pursuant to Section 4.16 of the Indenture. (a) If the Issuers or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds accumulated since May 23, 1996 exceeds $5.0 million, the Issuers shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 101100% of the principal amount hereof, thereof plus any accrued and unpaid interest, premium interest and Additional AmountsLiquidated Damages, if any, thereon to the Purchase Date (subject to the rights date of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when . To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds exceeds $25 million, for general corporate purposes (subject to the Issuer shall be required to make an offer to purchase restrictions of the Notes and any Pari Passu Debt, Indenture). If the maximum aggregate principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with surrendered by Holders thereof exceeds the amount of Excess Proceeds, at the Trustee shall select the Notes to be purchased on a redemption price equal pro rata basis. Holders of Notes that are the subject of an offer to (solely in purchase will receive an Asset Sale Offer from the case Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.

Appears in 1 contract

Samples: Indenture (Remington Products Co LLC)

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $1,000 200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment date) which date Interest Payment Date); provided that the Issuers and the Parent Guarantor shall not be no earlier than 30 days nor later than 60 days from the date required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of such offer is mailed, other than as required by lawits intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when ​ When the aggregate amount of Excess Proceeds exceeds the greater of $25 million100,000,000 and 1.5% of Total Assets, the Issuer shall be required to Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the Notes and holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds, at a redemption . The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, case accrued and unpaid interest, if any, to the date of repurchasepurchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of the Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $1,000 200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment date) which date Interest Payment Date); provided that the Issuers and the Parent Guarantor shall not be no earlier than 30 days nor later than 60 days from the date required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of such offer is mailed, other than as required by lawits intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when When the aggregate amount of Excess Proceeds exceeds the greater of $25 million100,000,000 and 1.5% of Total Assets, the Issuer shall be required to Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the Notes and holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Dollar Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds, at a redemption . The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, case accrued and unpaid interest, if any, to the date of repurchasepurchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or 2,000 and an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium premium, and Additional AmountsInterest, if any, any to the Purchase Date date of purchase (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) Interest Payment Date), which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer to Purchase and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer to Purchase will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offeraccept. In accordance with the Indenture, when If the aggregate amount of Excess Proceeds exceeds or Collateral Excess Proceeds totals at least $25 35.0 million, the Issuer shall be required must commence, not later than the ten Business Days after the Excess Proceeds or the Collateral Excess Proceeds exceed $35.0 million, an Offer to make an offer to purchase the Notes and any Pari Passu DebtPurchase, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt Indebtedness or Pari Passu Lien Obligations that may be purchased with out of the amount of Excess Proceeds or Collateral Excess Proceeds, at a redemption . The offer price in any such Offer to Purchase will be equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as if applicable) of the Notes and such other Pari Passu Debt, Indebtedness or Pari Passu Lien Obligations plus in each case, accrued interestand unpaid interest and Additional Interest, if any, to the date of repurchase, subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant interest payment date, and will be payable in cash.

Appears in 1 contract

Samples: Indenture (FTS International, Inc.)

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) ), which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.

Appears in 1 contract

Samples: Indenture (TMM Lines LTD LLC)