Repurchase of Debentures Sample Clauses

Repurchase of Debentures. On a date specified by Parent that is prior to the thirtieth (30th) day after the Acceptance Time, the Company shall mail or cause to be mailed to all holders of the 3.50% Convertible Senior Debentures due June 15, 2034 (the “Debentures”) a Fundamental Change Repurchase Notice in accordance with Section 3.05 of the 2004 Indenture. The Fundamental Change Repurchase Notice shall state, among other things, that the Fundamental Change Repurchase Date shall be the thirtieth (30th) day after the date of the Fundamental Change Repurchase Notice. The Company shall use commercially reasonable efforts to arrange for the payment of the aggregate Repurchase Price on the Fundamental Change Repurchase Date using appropriate funds available to the Company. The Company shall (a) give Parent reasonable opportunity to review and comment on the Fundamental Change Repurchase Notice and such other written communication with holders of the Debentures prior to the transmission of such notice or other communications, and (b) keep Parent reasonably informed of the status of the repurchase, including the number of holders who have elected to exercise the repurchase option and the aggregate Repurchase Price for the Debentures subject to the repurchase. Capitalized terms used in this Section 6.2 but not otherwise defined in this Section 6.2 shall have the meanings assigned to them in the 2004 Indenture.
Sample 1
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Repurchase of Debentures. The Company shall have a right to repurchase the said Debentures and cancel or re-issue them from time to time in accordance with the provisions of Section 121 and other applicable Sections, if any, of the Companies Act, 1956. Upon such reissue the person entitled to the Debentures shall have and shall be deemed always to have had, the same rights and priorities as if the Debentures had never been redeemed.
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Repurchase of Debentures at Option of the Holder upon a Change of Control (a) If a Change of Control occurs prior to the Maturity Date, the Issuer shall make an offer to the Holders to repurchase for cash on the Change of Control Repurchase Date all or any portion of the Debentures of each such Holder, at the Change of Control Repurchase Price (the “Change of Control Repayment Offer”) (provided that in the case of a Change of Control caused by Fairfax or any Affiliate thereof, whether by itself or together with any other Person with whom Fairfax or any such Affiliate is acting jointly or in concert, the Issuer shall not be required to make a Change of Control Repayment Offer with respect to any Debentures beneficially held by Fairfax or any Affiliate thereof or any other such Person). As promptly as practicable following the Change of Control, but in any event within ten (10) days after the occurrence of such Change of Control, the Issuer shall provide notice of the Change of Control to the Trustee and the Holders in the manner provided in sections 16.2 and 16.3 (the “Change of Control Issuer Notice”). The Change of Control Issuer Notice shall include the form of a Change of Control Repurchase Notice (as defined below) to be completed by the Holder and shall state the Change of Control Repayment Offer and the following: (i) the events causing such Change of Control; (ii) the date of such Change of Control; (iii) the last date by which the Change of Control Repurchase Notice must be delivered to elect the repurchase option pursuant to this section 3.2; (iv) the Change of Control Repurchase Date; (v) the Change of Control Repurchase Price; (vi) the Holder’s right to require the Issuer to purchase all or a portion of the Debentures held by such Holder by accepting the Change of Control Repayment Offer; (vii) the name and address of the Trustee; (viii) the then effective Conversion Price and Conversion Rate and any adjustments to the Conversion Rate resulting from such Change of Control and details of all such calculations; (ix) the procedures that the Holder must follow to exercise conversion rights under Article 5 and that Debentures as to which a Change of Control Repurchase Notice has been given may be converted into 36990-2073 30186571.16
Sample 1
Repurchase of Debentures. On a date specified by Parent that is prior to the thirtieth (30th) day after the Acceptance Time, the Company shall mail or cause to be mailed to all holders of the 3.50% Convertible Senior Debentures due June 15, 2034 (the “Debentures”) a Fundamental Change Repurchase Notice in accordance with Section 3.05 of the 2004 Indenture. The Fundamental Change Repurchase Notice shall state, among other things, that the Fundamental Change Repurchase Date shall be the thirtieth (30th) day after the date of the
Sample 1
Repurchase of Debentures. AT OPTION OF THE HOLDER UPON CHANGE OF CONTROL AND RATING DOWNGRADE. In the event that a Change of Control and a Rating Downgrade occur, each Holder of Debentures shall have the right, at such Holder's option, subject to the terms and conditions set forth herein, to require the Company to repurchase all or any part of such Holder's Debentures (provided that the principal amount of such Debentures at maturity must be $1,000 or an integral multiple thereof) on a date that is no later than 45 calendar days after the date the Company gives notice of such Change of Control and a Rating Downgrade (the "Repurchase Date"), at a cash purchase price (the "Repurchase Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the Repurchase Date.
Sample 1
Repurchase of Debentures. Subject to satisfaction (or waiver) of the conditions set forth in Sections 5 and 6, the Company shall repurchase from the Buyers and the Buyers severally shall permit the Company to repurchase the Debentures in the respective principal amounts set forth opposite each Buyer's name on the Schedule of Buyers (the "Closing"). The repurchase price (the "Repurchase Price") of each Debenture at the Closing shall be equal to the sum of (i) the principal amount of the Debenture then outstanding, plus (ii) accrued and unpaid interest on the Debenture through and including the Closing Date, plus (iii) the product of (A) .2, multiplied by (B) the quotient of (x) N divided by (y) 180, multiplied by (C) the principal amount of the Debenture then outstanding. For purposes of the foregoing sentence, "N" means the number of days during the period beginning on and excluding the day on which the Debenture was issued and ending on and including the Closing Date.
Sample 1
Repurchase of Debentures. The Indenture is hereby supplemented and modified by inserting the following Article Fifteen therein.
Sample 1
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Repurchase of Debentures. 16 SECTION 4.01. Repurchase at Option of Holders Upon a Fundamental Change 16 SECTION 4.02. Repurchase of Debentures by the Company at the Option of Holders 18 SECTION 4.03. Company Repurchase Notice 19 SECTION 4.04. Effect of Repurchase Notice; Withdrawal 20 SECTION 4.05. Deposit of Fundamental Change Repurchase Price or Repurchase Price 21 SECTION 4.06. Payment of Debentures Tendered for Rxxxxxxxxx 00 SECTION 4.07. Debentures Repurchased in Part 22 SECTION 4.08. Covenant to Comply with Securities Laws Upon Repurchase of Debentures 22 ARTICLE 5 ADDITIONAL COVENANT AND CONTINGENT INTEREST 22 SECTION 5.01. Reporting Covenant 22 SECTION 5.02. Contingent Interest 23 SECTION 5.03. Contingent Interest Notification 23 SECTION 5.04. Tax Treatment 24 SECTION 5.05. Deposit of Principal or Interest 24 ARTICLE 6 CONSOLIDATION, MERGER AND SALE OF ASSETS 24 SECTION 6.01. When Company May Merge or Transfer Assets 24 SECTION 6.02. Successor Corporation Substituted 25 ARTICLE 7 DEFAULTS AND REMEDIES 25 SECTION 7.01. Events of Default 25 Page
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Related to Repurchase of Debentures

  • REDEMPTION OF DEBENTURES Section 3.1. Redemption......................................................................... 16 Section 3.2. Special Event Redemption........................................................... 16 Section 3.3. Optional Redemption by the Company................................................. 17 Section 3.4.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • Repurchase of Notes Neither the Company nor any Restricted Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes unless the offer has been made to repurchase Notes, pro rata, from all holders of the Notes at the same time and upon the same terms. In case the Company repurchases any Notes, such Notes shall thereafter be cancelled and no Notes shall be issued in substitution therefor.

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Payment of Debentures (a) The Company shall pay the principal of and premium, if any, and interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding) on the Debentures on or prior to the dates and in the manner provided in such Debentures or pursuant to this Junior Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Junior Indenture, money sufficient to pay all of such installment then due. With respect to any Debenture, the Company shall pay interest on overdue principal and interest on overdue installments of interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), to the extent lawful, at the rate per annum borne by such Debenture, compounded quarterly. Interest on overdue interest shall accrue from the date such amounts become overdue.

  • Redemption of the Debentures SECTION 3.1. Tax Event and Regulatory Capital Event Redemption..................................................... 7 SECTION 3.2. Optional Redemption by Company................................. 8 SECTION 3.3.

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Conversion of Debentures Section 16.01.

  • Form of Debentures The Debentures and the Trustee’s certificate of authentication to be borne by such Debentures shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of this Indenture. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed, or to conform to usage. Any Debenture in global form shall represent such of the outstanding Debentures as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon and that the aggregate amount of outstanding Debentures represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Debenture in global form to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Debentures in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Debenture in global form shall be made to the Debentureholder. The terms and provisions contained in the form of Debenture attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

  • Repurchase and Redemption This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.

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