Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Not later than 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 3 contracts
Samples: Indenture (Boyd Acquisition I, LLC), Indenture (Boyd Gaming Corp), First Supplemental Indenture (Boyd Gaming Corp)
Repurchase at the Option of the Holder. (a) If (i) there shall have occurred a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occursFundamental Change, each Holder of Notes shall have the right right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes, Notes in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (principal amount on a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, date selected by the Company will offer a payment (the “Fundamental Change of Control PaymentPurchase Date”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest), if any, on the Notes repurchased, to the date of purchase. Not which Fundamental Change Purchase Date shall be no later than 30 days following (i) any Change 35 Trading Days after the occurrence of Control or (ii) such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in the which event the Notes have Investment Grade Status at Fundamental Change Purchase Date shall be the earlier of day that provides the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention shortest period necessary to effect a Change of Control, a Change of Control Triggering Event, the Company will send a provide 20 Trading Days’ notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased as required by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
subsection (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceedsthis Section 3.01, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest and Additional Interestto, if anybut excluding, thereon. The the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of this Note may elect the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A “Fundamental Change” shall be deemed to have this Note occurred at such time as either of the following events shall occur:
(i) any person or a portion hereof in an authorized denomination purchased by completing group, other than the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (Company, its Subsidiaries or any portion thereofemployee benefits plan of the Company or its Subsidiaries, files a Schedule 13D or Schedule TO) accepted for payment (and for which payment has been duly provided on the purchase dateor any successor schedule, form or report) pursuant to the Prepayment Offer shall cease to accrue interest after Exchange Act, disclosing that such person has become the purchase date. Upon completion beneficial owner of shares with a majority of the total voting power of the Company’s outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a Prepayment Offer revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act;
(including payment for accepted Notesii) the Company consolidates with or merges with or into another person (other than a Subsidiary of the Company), or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its properties and assets to any surplus Excess Proceeds that were person (other than a Subsidiary of the subject Company) or any person (other than a Subsidiary of such offer shall cease to be Excess Proceedsthe Company) consolidates with or merges with or into the Company, and the outstanding Voting Securities of the Company may then use such amounts are reclassified into, converted for general corporate purposes or converted into the right to receive any other property or security, provided that none of these circumstances will be a Fundamental Change if persons that beneficially own the Voting Securities of the Company immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding Voting Securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their -20- ownership of the Company’s Voting Securities immediately prior to the transaction, and provided that for the repurchase avoidance of Indebtedness subordinated in right of payment doubt, notwithstanding anything herein to the Notes contrary, non-exclusive licenses by the Company shall not be deemed a sale, conveyance, transfer, lease or other disposition;
(iii) the Note Guarantees if required to be purchased pursuant to their respective terms and Company’s stockholders or Board of Directors adopts a plan for the amount liquidation or dissolution of Excess Proceeds shall be reset to zerothe Company; or
(iv) upon the occurrence of a Termination of Trading.
Appears in 2 contracts
Samples: Indenture (Sun Microsystems, Inc.), Indenture (Sun Microsystems, Inc.)
Repurchase at the Option of the Holder. (a) If (i) there shall have occurred a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occursin Control, each Holder of Notes shall have the right right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes, Notes in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer principal amount on a date selected by the Company (a the “Change of in Control OfferPurchase Date”) on the terms set forth ), which Change in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Not Purchase Date shall be no later than 30 days following thirty-five (i35) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest Trading Days after the occurrence of such Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess ProceedsControl, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest and Additional Interestto, if anybut excluding, thereon. The the Change in Control Purchase Date (the “Change in Control Purchase Price”), subject to satisfaction by or on behalf of the Holder of this Note may elect the requirements set forth in Section 3.01(c); provided that if the Change in Control Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A “Change in Control” shall be deemed to have this Note occurred at such time as either of the following events shall occur:
(i) any person or group, other than the Company, its Subsidiaries or any employee benefits plan of the Company or its Subsidiaries, files a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note Schedule 13D or Schedule TO (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase datesuccessor schedule, form or report) pursuant to the Prepayment Offer shall cease to accrue interest after Exchange Act, disclosing that such person has become the purchase date. Upon completion beneficial owner of shares with a majority of the total voting power of the Company’s outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a Prepayment Offer revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act; or
(including payment for accepted Notesii) the Company consolidates with or merges with or into another person (other than a Subsidiary of the Company), or sells, conveys, transfers or leases all or substantially all of its properties and assets to any surplus Excess Proceeds that were person (other than a Subsidiary of the subject Company) or any person (other than a Subsidiary of such offer shall cease to be Excess Proceedsthe Company) consolidates with or merges with or into the Company, and the outstanding Voting Securities of the Company may then use such amounts are reclassified into, converted for general corporate purposes or for converted into the repurchase right to receive any other property or security, provided that none of Indebtedness subordinated these circumstances will be a Change in right Control if persons that beneficially own the Voting Securities of payment the Company immediately prior to the Notes transaction own, directly or indirectly, shares with a majority of the Note Guarantees if required total voting power of all outstanding Voting Securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Company’s Voting Securities immediately prior to be purchased pursuant to their respective terms and the amount transaction. For purposes of Excess Proceeds shall be reset to zero.defining a Change in Control:
Appears in 2 contracts
Samples: Indenture (Symantec Corp), Indenture (Symantec Corp)
Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Not later than 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of LossSale, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000125,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000125,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 2 contracts
Samples: Indenture (Treasure Chest Casino LLC), Indenture (Boyd Gaming Corp)
Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the Company shall make an offer (if, at the “Change of Control Time the Notes have Investment Grade StatusOffer”) occurs, to each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, all or in any part (equal to a minimum principal amount of $1,000 2,000 or any integral multiple of $1,000 in excess of $1,000thereof) of that Holders’ such Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indentureherein. In the such Change of Control Offer, the Company will shall offer a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest and Additional Interestinterest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of such Notes on the relevant Regular Record Date to receive interest due on the relevant Regular Interest Payment Date. Not later than Within 30 days following the date upon which the applicable Change of Control Triggering Event occurred (i) or at the Company’s option, prior to any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of but after the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a pending Change of Control), a Change of Control Triggering Event, to the Company will shall send a notice (which notice may be conditional) to each Holder (holder of Notes, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, 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”). The notice, if sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful:
(a) regarding accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(b) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. Notwithstanding anything to the contrary, the Company shall not be required to make a Change of Control Offer if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and such third party purchases all such Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption has been given to the holders of all such Notes in accordance with the terms of the Indenture, unless and until there is a default in payment of the Redemption Price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place of the Change of Control at the time of making of the Change of Control Offer. The Holder Company shall comply in all material respects with the requirements of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing Rule 14e-1 under the form entitled “Option of Holder to Elect Purchase” appearing below Exchange Act, and tendering this Note pursuant 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 OfferTriggering Event. Any Note (To the extent that the provisions of any such securities laws or portion thereof) accepted for payment (regulations conflict with the provisions of this Paragraph 2, the Company may comply with those securities laws and for which payment has been duly provided on the Change of Control Payment Date) pursuant regulations and will not be deemed to have breached its obligations under the Change of Control Offer shall cease to accrue interest after provisions of the Change Notes by virtue of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event such conflict. For purposes of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000this Paragraph 2, the Company shall, not more than 20 Business Days of following terms shall have the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.following specified meanings:
Appears in 1 contract
Repurchase at the Option of the Holder. SECTION 4.01. Purchase of Securities at Option of the Holder On Specified Dates.
(a) If (i) a Change of Control (if, Securities or portions thereof shall be purchased by the Company at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% option of the principal amount of Notes repurchased plus accrued holder for cash on April 1, 2011, April 1, 2016 and unpaid interest and Additional InterestApril 1, if any, on the Notes repurchased, to the date of purchase. Not later than 30 days following 2021 (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Controleach, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment "Repurchase Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds"), at a purchase price in cash (the "Repurchase Price") equal to 100% of the principal amount thereof, plus of the Securities to be repurchased. The Company shall pay any accrued and unpaid interest and interest, including Additional Interest, if any, thereonthereon to but excluding such Repurchase Date to the holders of such Securities at the close of business on the Regular Record Date immediately preceding such Repurchase Date.
(b) Holders may submit their Securities for purchase to the Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on the Business Day before such Purchase Date.
(c) Unless the Company has issued a Notice of Redemption, not later than 20 Business Days prior to any Repurchase Date, the Company shall mail a notice (the "Company Notice") by first class mail to the Trustee, to the Paying Agent and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of repurchase notice to be completed by a holder and shall state:
(i) the last date on which a Securityholder may exercise its repurchase right pursuant to this Section 4.01;
(ii) the Repurchase Date, the Repurchase Price and the Applicable Conversion Rate as of the Trading Day immediately prior to the mailing of the Company Notice;
(iii) the name and address of the Trustee, the Paying Agent and the Conversion Agent;
(iv) that Securities as to which a Repurchase Notice has been given may be converted only in accordance with Article 11 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;
(v) that Securities must be surrendered to the Paying Agent to collect payment;
(vi) that the Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Security as described in (v);
(vii) the procedures the holder must follow to exercise its repurchase rights under this Section 4.01 and a brief description of those rights;
(viii) briefly, the conversion rights with respect to the Securities;
(ix) the procedures for withdrawing a Repurchase Notice; and
(x) the CUSIP number of the Securities.
(d) At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company.
(e) The Company will promptly publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company's website or through such other public medium as the Company may use at that time.
(f) Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by the Holder of this Note may elect a written notice of repurchase substantially in the form set forth on the reverse of the Security as Exhibit D thereto (a "Repurchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the second Business Day prior to the Repurchase Date stating:
(A) if certificated Securities have this Note been issued, the certificate numbers of the Securities that the Holder will deliver to be purchased,
(B) the portion of the principal amount of the Securities to be purchased, which portion must be in principal amounts of $1,000 or a portion hereof in an authorized denomination integral multiple of $1,000, and
(C) that such Securities shall be purchased by completing the form entitled “Option Company as of Holder to Elect Purchase” appearing below and tendering this Note the Repurchase Date pursuant to the Prepayment Offerterms and conditions specified in the Securities and in this Indenture; provided, however, that if the Securities are not in certificated form, the Repurchase Notice must comply with appropriate Depositary procedures; and
(ii) book-entry transfer or delivery of such Security to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 4.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. Any Note (No Repurchase Notice with respect to any Securities may be tendered by a Holder thereof if such Holder has also tendered a Change in Control Repurchase Notice and not validly withdrawn such Change in Control Repurchase Notice in accordance with this Section 4.01. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any portion thereof) accepted for payment (and for which payment has been duly provided Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 4.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the purchase date) pursuant third Business Day prior to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion Repurchase Date by delivery of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject written notice of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment withdrawal to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount Paying Agent in accordance with this Section 4.01 ("Notice of Excess Proceeds shall be reset to zeroWithdrawal").
(g) The Notice of Withdrawal must state:
Appears in 1 contract
Samples: Indenture (Allergan Inc)
Repurchase at the Option of the Holder. (a) If (i) there is a Change of Control (ifControl, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company will be required to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to make an offer (a “Change of Control Offer”) on the terms set forth to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in the Indenture. In the Change excess thereof) of Control Offer, the Company will offer each Holder’s Notes at a payment (“Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, thereon to the date of purchase. Not later than 30 days following , subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (i) any the “Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Payment”). Within thirty days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Triggering EventOffer as required by the Indenture.
(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will send a notice commence an offer to all Holders of Notes and all holders of other First Lien Obligations the provisions of which require the Company to redeem such Indebtedness with proceeds from any Asset Sales (which notice or offer to do so) (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other First Lien Obligations that may be conditional) purchased out of the Excess Proceeds at an offer price in cash in an amount equal to each Holder (with a copy 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the Trusteedate of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) regarding and other First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Change Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Control OfferNotes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocable to the Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. The Holder Holders of this Note Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have this Note or a portion hereof in an authorized denomination such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant attached to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment DateNotes.
(bc) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which When the aggregate amount of Excess Loss Proceeds exceeds $100,000,00015.0 million, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to Issuers shall make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from all Holders the Event of Loss in an amount equal to the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate maximum principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to Notes that may be purchased out of the Excess Loss Proceeds, at a purchase price . The Event of Loss Offer shall be made in cash equal to 100% accordance with Section 4.19 of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zeroIndenture.
Appears in 1 contract
Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the Company shall make an offer (if, at the “Change of Control Time the Notes have Investment Grade StatusOffer”) occurs, to each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, all or in any part (equal to a minimum principal amount of $1,000 2,000 or any integral multiple of $1,000 in excess of $1,000thereof) of that Holders’ such Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indentureherein. In the such Change of Control Offer, the Company will shall offer a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest and Additional Interestinterest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of such Notes on the relevant Regular Record Date to receive interest due on the relevant Regular Interest Payment Date. Not later than Within 30 days following the date upon which the applicable Change of Control Triggering Event occurred (i) or at the Company’s option, prior to any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of but after the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a pending Change of Control, a Change of Control Triggering Event), the Company will shall send a notice (which notice may be conditional) to each Holder (holder of Notes, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, 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”). The notice, if sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful:
(a) regarding accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(b) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. Notwithstanding anything to the contrary, the Company shall not be required to make a Change of Control Offer if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and such third party purchases all such Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption has been given to the Holders of all such Notes in accordance with the terms of the Indenture, unless and until there is a default in payment of the Redemption Price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place of the Change of Control at the time of making of the Change of Control Offer. The Holder Company shall comply in all material respects with the requirements of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing Rule 14e-1 under the form entitled “Option of Holder to Elect Purchase” appearing below Exchange Act, and tendering this Note pursuant 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 OfferTriggering Event. Any Note (To the extent that the provisions of any such securities laws or portion thereof) accepted for payment (regulations conflict with the provisions of this Paragraph 2, the Company may comply with those securities laws and for which payment has been duly provided on the Change of Control Payment Date) pursuant regulations and will not be deemed to have breached its obligations under the Change of Control Offer shall cease to accrue interest after provisions of the Change Notes by virtue of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event such conflict. For purposes of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000this Paragraph 2, the Company shall, not more than 20 Business Days of following terms shall have the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.following specified meanings:
Appears in 1 contract
Repurchase at the Option of the Holder. (a) If (i) there shall have occurred a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occursFundamental Change, each Holder of Notes shall have the right right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes, Notes in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (principal amount on a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, date selected by the Company will offer a payment (the “Fundamental Change of Control PaymentPurchase Date”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest), if any, on the Notes repurchased, to the date of purchase. Not which Fundamental Change Purchase Date shall be no later than 30 days following (i) any Change 35 Trading Days after the occurrence of Control or (ii) such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in the which event the Notes have Investment Grade Status at Fundamental Change Purchase Date shall be the earlier of day that provides the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention shortest period necessary to effect a Change of Control, a Change of Control Triggering Event, the Company will send a provide 20 Trading Days’ notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased as required by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
subsection (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceedsthis Section 3.01, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest and Additional Interestto, if anybut excluding, thereon. The the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of this Note may elect the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A “Fundamental Change” shall be deemed to have this Note occurred at such time as any of the following events shall occur: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a portion hereof purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s Capital Stock entitling that Person to exercise 50% or more of the total voting power of all Table of Contents shares of the Company’s Capital Stock entitled to vote generally in an authorized denomination purchased elections of directors, other than any acquisition by completing the form entitled “Option Company, any of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (its subsidiaries or any portion thereofof its employee benefit plans; or (ii) accepted for payment the Company merges or consolidates with or into any other Person, any merger of another Person into the Company, or any sale, transfer or lease of all or substantially all of the assets of the Company to another Person (and for which payment has been duly provided on other than to one or more wholly-owned subsidiaries of the purchase dateCompany), other than any such transaction (A) pursuant to which the Prepayment Offer shall cease holders of 50% or more of the total voting power of all shares of the Company’s capital stock entitled to accrue interest vote generally in the election of directors immediately prior to such transaction have or have the entitlement to receive, directly or indirectly, at least 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction or (B) any transaction which is effected solely to change the purchase date. Upon completion jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock; or (iii) if, during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors, together with any new directors whose election to the Company’s Board of Directors, or whose nomination for election by the Company’s stockholders, was approved by a vote of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that majority of the directors then still in office who were either directors at the subject beginning of such offer shall period or whose election or nomination for election was previously so approved, cease for any reason to be Excess Proceedsconstitute a majority of the Company’s Board of Directors then in office; or (iv) if the Company, and its Board of Directors or its stockholders pass a resolution approving a plan of liquidation, dissolution or winding up of the Company may then use such amounts for general corporate Company; or (v) upon the occurrence of a Termination of Trading. For purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.defining a Fundamental Change:
Appears in 1 contract
Repurchase at the Option of the Holder. (a) If (i) there is a Change of Control Control, the Company will be required to make an offer (if, at the a "Change of Control Time the Notes do not have Investment Grade StatusOffer") or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, to each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, repurchase all or in any part (equal to a minimum principal amount of $1,000 or an integral multiple of $1,000 in excess of $1,000thereof) of that Holders’ each Holder's Notes pursuant to an offer (at a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, on the Notes repurchased, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Payment"). Not later than Within 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send mail a notice (which notice may be conditional) to each Holder (with a copy to setting forth the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to procedures governing the Change of Control Offer shall cease to accrue interest after as required by the Change of Control Payment DateIndenture.
(b) If at any time the Company or any a Restricted Subsidiary engages in of the Company consummates any Asset Sale and/or suffers (or incurs) an Event Sales, within 30 days of Loss, as a result of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make will commence an offer to purchase from all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes, and at Notes containing provisions similar to those set forth in the election Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Company, Indenture to purchase the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate maximum principal amount of Notes (including any Additional Notes, and, if applicable, ) and such other Pari Passu Indebtedness, equal to pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, thereonthereon to the date of purchase, in accordance with the procedures set forth in the Indenture. The Holder To the extent that the aggregate amount of this Note Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have this Note or a portion hereof in an authorized denomination such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant " attached to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 1 contract
Repurchase at the Option of the Holder. (a) If (i) there shall have occurred a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occursFundamental Change, each Holder of Notes shall have the right right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes, Notes in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (principal amount on a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, date selected by the Company will offer a payment (the “Fundamental Change of Control PaymentPurchase Date”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest), if any, on the Notes repurchased, to the date of purchase. Not which Fundamental Change Purchase Date shall be no later than 30 days following (i) any Change 35 Trading Days after the occurrence of Control or (ii) such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in the which event the Notes have Investment Grade Status at Fundamental Change Purchase Date shall be the earlier of day that provides the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention shortest period necessary to effect a Change of Control, a Change of Control Triggering Event, the Company will send a provide 20 Trading Days’ notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased as required by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
subsection (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceedsthis Section 3.01, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest and Additional Interestto, if anybut excluding, thereon. The the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of this Note may elect the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A “Fundamental Change” shall be deemed to have this Note occurred at such time as any of the following events shall occur: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a portion hereof purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s Capital Stock entitling that Person to exercise 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in an authorized denomination purchased elections of directors, other than any acquisition by completing the form entitled “Option Company, any of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (its subsidiaries or any portion thereofof its employee benefit plans; or (ii) accepted for payment the Company merges or consolidates with or into any other Person, any merger of another Person into the Company, or any sale, transfer or lease of all or substantially all of the assets of the Company to another Person (and for which payment has been duly provided on other than to one or more wholly-owned subsidiaries of the purchase dateCompany), other than any such transaction (A) pursuant to which the Prepayment Offer shall cease holders of 50% or more of the total voting power of all shares of the Company’s capital stock entitled to accrue interest vote generally in the election of directors immediately prior to such transaction have or have the entitlement to receive, directly or indirectly, at least 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction or (B) any transaction which is effected solely to change the purchase date. Upon completion jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock; or (iii) if, during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors, together with any new directors whose election to the Company’s Board of Directors, or whose nomination for election by the Company’s stockholders, was approved by a vote of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that majority of the directors then still in office who were either directors at the subject beginning of such offer shall period or whose election or nomination for election was previously so approved, cease for any reason to be Excess Proceedsconstitute a majority of the Company’s Board of Directors then in office; or (iv) if the Company, and its Board of Directors or its stockholders pass a resolution approving a plan of liquidation, dissolution or winding up of the Company may then use such amounts for general corporate Company; or (v) upon the occurrence of a Termination of Trading. For purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.defining a Fundamental Change:
Appears in 1 contract
Samples: Indenture (Providence Service Corp)
Repurchase at the Option of the Holder. (a) If (i) a Change Subject to the terms and conditions of Control (ifthe Indenture, the Company shall become obligated to repurchase for cash, at the Change option of Control Time the Notes do not have Investment Grade Status) Holder, all or (ii) a Change any portion of Control Triggering Event (ifthe Securities held by such Holder on December 1, at the Change of Control Time the Notes have Investment Grade Status) occurs2011, each Holder of Notes shall have the right to require the Company to purchase such Holder’s NotesDecember 1, 2014 and December 1, 2019 in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple at the Repurchase Price. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (a “Change of Control Offer”) business on the terms date that is 20 Business Days prior to such Repurchase Date until the xxxxx xx xxxxxxxx xx xxxx Xxxxxxxxxx Xxxx, xxx xxxll deliver the Securities to the Paying Agent as set forth in the Indenture. In Subject to the Change terms and conditions of Control Offerthe Indenture, at the option of the Holder the Company will offer a payment (“Change of Control Payment”) in cash equal shall become obligated to 101% repurchase, at the option of the principal amount Holder, all or any portion of Notes the Securities held by such Holder after the occurrence of a Designated Event in integral multiples of $1,000 for a Designated Event Repurchase Price. To exercise such right, a Holder shall delivery to the Paying Agent a Designated Event Repurchase Notice containing such information set forth in the Indenture at any time prior to the close of business on the Designated Event Repurchase Date together with such Securities. Holders have the right to withdraw any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Repurchase Price or Designated Event Repurchase Price, as the case may be, of all Securities (or portions thereof) to be repurchased plus accrued as of the Repurchase Date or the Designated Event Repurchase Date, as the case may be, is deposited with the Paying Agent, on the Business Day immediately following the Repurchase Date or the Designated Event Repurchase Date, Interest and unpaid interest and Additional InterestLiquidated Damages, if any, on the Notes repurchased, to the date of purchase. Not later than 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers on such Securities (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion portions thereof) accepted for payment (on and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of following such offer shall cease to be Excess ProceedsRepurchase Date or Designated Event Repurchase Date, and the Company may then use Holder thereof shall have no other rights as such amounts for general corporate purposes other than the right to receive the Repurchase Price or for the repurchase Designated Event Repurchase Price upon surrender of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zerosuch Security.
Appears in 1 contract
Samples: Indenture (Omi Corp/M I)
Repurchase at the Option of the Holder. (a) If (i) there shall have occurred a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occursFundamental Change, each Holder of Notes shall have the right right, at such Holder’s option, to require the Company to purchase for Cash all or any portion of such Holder’s Notes, Notes in whole, or in part (equal to a minimum principal amount integral multiples of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (principal amount on a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, date selected by the Company will offer a payment (the “Fundamental Change of Control PaymentPurchase Date”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest), if any, on the Notes repurchased, to the date of purchase. Not which Fundamental Change Purchase Date shall be no later than 30 days following (i) any Change 35 Trading Days after the occurrence of Control or (ii) such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in the which event the Notes have Investment Grade Status at Fundamental Change Purchase Date shall be the earlier of day that provides the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention shortest period necessary to effect a Change of Control, a Change of Control Triggering Event, the Company will send a provide 20 Trading Days’ notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased as required by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
subsection (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceedsthis Section 3.01, at a purchase price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and Additional Intereston or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A “Fundamental Change” shall be deemed to have occurred at such time as any of the following events shall occur: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s Capital Stock entitling that Person to exercise 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans; or (ii) the Company merges or consolidates with or into any other Person, any merger of another Person into the Company, or any sale, transfer or lease of all or substantially all of the assets of the Company to another Person (other than to one or more wholly-owned subsidiaries of the Company), other than any such transaction (A) pursuant to which the holders of 50% or more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors immediately prior to such transaction have or have the entitlement to receive, directly or indirectly, at least 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction or (B) any transaction which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock; or (iii) if, during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors, together with any new directors whose election to the Company’s Board of Directors, or whose nomination for election by the Company’s stockholders, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Company’s Board of Directors then in office; or (iv) if the Company, its Board of Directors or its stockholders pass a resolution approving a plan of liquidation, dissolution or winding up of the Company; or (v) upon the occurrence of a Termination of Trading. For purposes of defining a Fundamental Change:
(x) the term “person” and the term “group” have the meanings given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions;
(y) the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision; and
(z) the term “beneficial owner” is determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that a person will be deemed to have beneficial ownership of all shares that person has the right to acquire irrespective of whether that right is exercisable immediately or only after the passage of time. Notwithstanding the foregoing, it will not constitute a Fundamental Change under either prongs (i) or (ii) above if both (x) at least 90% of the consideration for the Common Stock (excluding Cash payments for fractional shares and Cash payments made in respect of dissenter’s appraisal rights) in the transaction or transactions otherwise constituting the Fundamental Change consists of common stock, depository receipts or other certificates representing common equity interests, together with any associated rights, traded on a U.S. national securities exchange or approved for trading on an established U.S. system of automated dissemination of quotations of securities prices, or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change, and (y) as a result of such transaction or transactions the Notes become convertible solely into such common stock and associated rights.
(b) Prior to the earlier of (i) the consummation of the Acquisition and (ii) the Acquisition Repurchase Deadline, the Company shall, prior to noon, New York City time, on the Business Day immediately following the date on which the Company has knowledge of an anticipated Fundamental Change, post notice (the “Early Conversion Notice”) of such anticipated Fundamental Change to the Holders on the systems of the Depositary and the Company (or at the Company’s request, the Trustee, in the Company’s name and at the Company’s expense) shall mail a written notice of such anticipated Fundamental Change by first-class mail to the Trustee and to each Holder at their addresses shown in the register of the Registrar (and to beneficial owners as required by applicable law). Thereafter, as promptly as practicable following the date the Company publicly announces the Fundamental Change transaction, but in no event less than 20 Trading Days prior to the anticipated effective date of a Fundamental Change in the case of a Fundamental Change within the control of the Company or of which the Company has at least 30 Trading Days prior notice, the Company (or at the Company’s request, the Trustee, in the Company’s name and at the Company’s expense) shall mail a written notice of Fundamental Change (the text of which shall be prepared by the Company) by first-class mail to each Holder at their addresses shown in the register of the Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Noteholder and shall state:
(i) briefly, the events causing such Fundamental Change;
(ii) the anticipated effective date of such Fundamental Change;
(iii) the last date by which the Fundamental Change Purchase Notice pursuant to this Section 3.01 must be given;
(iv) the Fundamental Change Purchase Price;
(v) the Fundamental Change Purchase Date;
(vi) the name and address of the Paying Agent and the Conversion Agent;
(vii) that the Notes are then convertible and the then-current Conversion Rate and any adjustments thereto;
(viii) that Notes with respect to which a Fundamental Change Purchase Notice has been given by the Holder may be converted pursuant to Article 10 hereof only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(ix) briefly, the procedures a Holder must follow to exercise rights under this Section 3.01;
(x) that Notes must be surrendered to the Paying Agent to collect payment of the Fundamental Change Purchase Price;
(xi) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn, together with any accrued interest payable with respect thereto, will be paid on or prior to the third Trading Day following the later of the Fundamental Change Purchase Date and the time of surrender of such Note;
(xii) briefly, the conversion rights of the Notes;
(xiii) the procedures for withdrawing a Fundamental Change Purchase Notice;
(xiv) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price and interest due, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted interest on Notes surrendered for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall will cease to accrue interest on and after the purchase date. Upon completion Fundamental Change Purchase Date; and
(xv) the CUSIP number of a Prepayment Offer (including payment for accepted the Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 1 contract
Samples: Indenture (Providence Service Corp)
Repurchase at the Option of the Holder. (a) If (i) there is a Change of Control (ifControl, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company will be required to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to make an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of Control Offer, the Company will offer each Holder’s Notes at a payment (“Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, on the Notes repurchased, thereon to the date of purchase. Not later than 30 days following , subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (i) any the “Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Triggering EventOffer as required by the Indenture.
(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will send a notice commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (which notice an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be conditional) purchased out of the Excess Proceeds at an offer price in cash in an amount equal to each Holder (with a copy 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Trusteedate of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) regarding and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Change Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Control OfferNotes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. The Holder Holders of this Note Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have this Note or a portion hereof in an authorized denomination such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant attached to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 1 contract
Samples: Indenture (Ubiquitel Inc)
Repurchase at the Option of the Holder. (a) If (i) there is a Change of Control (ifControl, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company will be required to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess $2,000) of each Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest, thereon to the date of purchase, subject to the rights of Holders on the terms set forth in relevant record date to receive interest due on the Indenture. In relevant Interest Payment Date (the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase). Not later than Within 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to setting forth the Trustee) regarding procedures governing the Change of Control Offer as required by the Indenture.
(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets pursuant to Section 3.5 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Holder offer price in any Asset Sale will be equal to 100% of this Note the principal amount plus accrued and unpaid interest, to the date of purchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain unapplied after the consummation of an Asset Sale Offer, the Company (or any Restricted Subsidiary) may use the Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will use the Excess Proceeds to purchase the Notes and such other pari passu Indebtedness on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase date and may elect to have this Note or a portion hereof in an authorized denomination such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant attached to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 1 contract
Samples: Indenture (Triangle Petroleum Corp)
Repurchase at the Option of the Holder. (a) If (i) there is a Change of Control (ifControl, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company will be required to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to make an offer (a “Change of Control Offer”) on the terms set forth to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in the Indenture. In the Change excess thereof) of Control Offer, the Company will offer each Holder’s Notes at a payment (“Change of Control Payment”) purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, thereon to the date of purchase. Not later than 30 days following , subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (i) any the “Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Payment”). Within thirty days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Triggering EventOffer as required by the Indenture.
(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will send commence an offer to all Holders of Notes and all holders of other unsubordinated Indebtedness of an Issuer or a notice Restricted Subsidiary the provisions of which require the Company to redeem such Indebtedness with proceeds from any Asset Sales (which notice or offer to do so) (an “Net Proceeds Offer”) pursuant to Section 3.08 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other unsubordinated Indebtedness of an Issuer or a Restricted Subsidiary that may be conditional) purchased out of the Excess Proceeds at an offer price in cash in an amount equal to each Holder (with a copy 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the Trusteedate of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) regarding and other unsubordinated Indebtedness of an Issuer or a Restricted Subsidiary tendered pursuant to an Net Proceeds Offer is less than the Change Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Control OfferNotes tendered into such Net Proceeds Offer exceeds the amount of Excess Proceeds allocable to the Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. The Holder Holders of this Note Notes that are the subject of an offer to purchase will receive an Net Proceeds Offer from the Company prior to any related purchase date and may elect to have this Note or a portion hereof in an authorized denomination such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant attached to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date
(b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company shall, not more than 20 Business Days of the date after the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of the Notes, and at the election of the Company, the holders of any other outstanding Pari Passu Indebtedness having comparable repurchase rights, an aggregate principal amount of Notes, and, if applicable, such other Pari Passu Indebtedness, equal to the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes or for the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guarantees if required to be purchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero.
Appears in 1 contract
