Repurchase of Notes at the Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on October 1, 2012, October 1, 2017 and October 1, 2022 (each a “Five Year Repurchase Date”), at a repurchase price of 100% of the Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date. Notwithstanding the foregoing, if the Five Year Repurchase Date is during the Record Date Period, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on the applicable Regular Record Date and the amount of any such interest to be paid shall be excluded from the repurchase price. (b) Not less than 20 Business Days prior to each Five Year Repurchase Date, the Company shall mail or cause to be mailed to all Holders of record on such date (with a copy to the Trustee) a written notice to Holders setting forth the information specified in this Section 11.02(b). Such notice shall: (i) state the repurchase price and the Five Year Repurchase Date to which such notice relates; (ii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date; (iii) include a form of Repurchase Notice; (iv) state the name and address of the Trustee and any Paying Agent; (v) state the Notes must be surrendered to the Paying Agent to collect the repurchase price; (vi) state that a Holder may withdraw its Repurchase Notice if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000; (vii) that the notes are convertible pursuant to Article X and may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture; (viii) state that, unless the Company defaults in making payment of the repurchase price, interest on the Notes covered by any Repurchase Notice shall cease to accrue on and after the Five Year Repurchase Date; and (ix) state the CUSIP number of the Notes, if CUSIP numbers are then in use. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes. (c) To exercise a repurchase right pursuant to this Section 11.02, a Holder shall deliver to the Paying Agent, during the period beginning 20 Business Days prior to the applicable Five Year Repurchase Date and ending at 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, (i) a Repurchase Notice in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is certificated) or that the relevant Repurchase Notice complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the portion of the Principal Amount of the Note which the Holder will deliver to be repurchased, which portion must be in Principal Amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining Principal Amount of Notes not subject to repurchase must be in an integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if the Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefor. Holders may withdraw such election if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000. (d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 11.02, a portion of a Note, 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 repurchase of all of a Note also apply to the repurchase of such portion of such Note. (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (f) The Company may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by the Company promptly) for which the Company receives a valid Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors. (g) Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. (h) In connection with any purchase of Notes pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange Act to the extent applicable at that time. If any of the foregoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.
Appears in 1 contract
Repurchase of Notes at the Option of Holders. (a) Each Holder Noteholder shall have the right, at such Holder’s option, to require the Company Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is an integral a multiple of $1,000 Principal Amountprincipal amount, in cash, on October 1, 20122011, October 1, 2017 2016, and October 1, 2022 2021 (each each, a “Five Year Repurchase Date”), at a repurchase price of 100% of the Principal Amount principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date. Notwithstanding the foregoing; provided, however, that if the Five Year Repurchase Date is during the falls after a Record Date Periodand on or prior to the corresponding interest payment date, then any the Issuer will pay the full amount of accrued and unpaid interest, if any (plus Additional Interest, if any), on such interest shall be paid payment date to the Person in whose name such Note was registered Holder of record at the close of business on the applicable Regular corresponding Record Date and the repurchase price will be 100% of the principal amount of any such interest the Notes to be paid shall be excluded from the repurchase pricerepurchased.
(b) Not less than 20 On or before the twentieth (20th) Business Days prior to Day immediately preceding each Five Year Repurchase Date, the Company Issuer shall mail or cause to be mailed to all Holders of record on such date (with and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee) Trustee and the Paying Agent at such time as it is mailed to Noteholders. In addition to the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a written notice to Holders setting forth press release through Dow Jxxxx & Company, Inc. or Bloomberg Business News containing the information specified in this Section 11.02(b). Such notice shall:
(i) state the repurchase price and the Five Year Repurchase Date to which such notice relates;
(ii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York City time, or on the Business Day immediately prior to Guarantor’s website, or through such other public medium as the applicable Five Year Repurchase Date;
(iii) include a form of Repurchase Notice;
(iv) state the name and address of the Trustee and any Paying Agent;
(v) state the Notes must be surrendered to the Paying Agent to collect the repurchase price;
(vi) state that a Holder may withdraw its Repurchase Notice if Issuer shall deem appropriate at such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000;
(vii) that the notes are convertible pursuant to Article X and may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture;
(viii) state that, unless the Company defaults in making payment of the repurchase price, interest on the Notes covered by any Repurchase Notice shall cease to accrue on and after the Five Year Repurchase Date; and
(ix) state the CUSIP number of the Notes, if CUSIP numbers are then in use. No failure of the Company Issuer to give the foregoing notices and no defect therein shall limit the HoldersNoteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the NotesNotes pursuant to this Section 3.06.
(c) To exercise For a repurchase right Note to be so repurchased at the option of the Holder pursuant to this Section 11.023.06, a the Holder shall must deliver to the Paying Agent, during the period beginning 20 at 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Five Year Repurchase Date and ending at 5:00 p.m., New York City time, on the second Business Day immediately prior to the applicable Five Year Repurchase Date, (i) a Repurchase Notice in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is certificated) or that the relevant Repurchase Notice complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the portion of the Principal Amount of the Note which the Holder will deliver to be repurchased, which portion must be in Principal Amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining Principal Amount of Notes not subject to repurchase must be in an integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if the Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefor. Holders may withdraw such election if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000.
(d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 11.02, a portion of a Note, 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 repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.
repurchase (f) The Company may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by the Company promptly) for which the Company receives a valid Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors.
(g) Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent.
(h) In connection with any purchase of Notes pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange Act to the extent applicable at that time. If any of the foregoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.the
Appears in 1 contract
Samples: Indenture (BioMed Realty Trust Inc)
Repurchase of Notes at the Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on October 1, 2012, October 1, 2017 and October 1, 2022 (each a “Five Year Repurchase Date”), at a repurchase price of 100% of the Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date. Notwithstanding the foregoing, if the Five Year Repurchase Date is during the Record Date Period, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on the applicable Regular Record Date and the amount of any such interest to be paid shall be excluded from the repurchase price.
(b) Not less than 20 Business Days prior to each Five Year Repurchase Date, the Company shall mail or cause to be mailed to all Holders of record on such date (with a copy to the Trustee) a written notice to Holders setting forth the information specified in this Section 11.02(b). Such notice shall:
(i) state the repurchase price and the Five Year Repurchase Date to which such notice relates;
(ii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date;
(iii) include a form of Repurchase Notice;
(iv) state the name and address of the Trustee and any Paying Agent;
(v) state the Notes must be surrendered to the Paying Agent to collect the repurchase price;
(vi) state that a Holder may withdraw its Repurchase Notice if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000;
(vii) that the notes are convertible pursuant to Article X and may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture;
(viii) state that, unless the Company defaults in making payment of the repurchase price, interest on the Notes covered by any Repurchase Notice shall cease to accrue on and after the Five Year Repurchase Date; and
(ix) state the CUSIP number of the Notes, if CUSIP numbers are then in use. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes.
(c) To exercise a repurchase right pursuant to this Section 11.02, a Holder shall deliver to the Paying Agent, during the period beginning 20 Business Days prior to the applicable Five Year Repurchase Date and ending at 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, (i) a written notice of repurchase (the “Five Year Repurchase Notice Notice”) in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is certificated) or that the relevant Five Year Repurchase Notice complies with the Applicable Procedures appropriate Depositary procedures (if the Note is represented by Global Note), (B) the portion of the Principal Amount of the Note which the Holder will deliver to be repurchased, which portion must be in Principal Amounts principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining Principal Amount principal amount of Notes not subject to repurchase must be in an integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if the such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Five Year Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefortherefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 11.02 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Five Year Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. Holders may withdraw such election if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures appropriate Depositary procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Five Year Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000.
(d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 11.02, a portion of a Note, if the Principal Amount principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) No Notes may be redeemed by the Company pursuant to this Section 11.02 if the Principal Amount of the Notes has been accelerated (other than as a result of a failure to pay the repurchase price), and such acceleration has not been rescinded on or prior to the applicable Five Year Repurchase Date.
(f) The Paying Agent shall promptly notify the Company of the receipt by it of any Five Year Repurchase Notice or written notice of withdrawal thereof.
(fg) The Company may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by the Company promptly) for which the Company receives a valid Five Year Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors.
(gh) Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Five Year Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent.
(hi) In connection with any purchase of Notes pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange Act to the extent applicable at that time. If any of the foregoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.
Appears in 1 contract
Repurchase of Notes at the Option of Holders. (a) Each Holder Noteholder shall have the right, at such Holder’s option, to require the Company Issuer to repurchase all of such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 Principal Amountprincipal amount, in cash, on October April 1, 2012, October April 1, 2017 2017, and October April 1, 2022 (each each, a “Five Year Repurchase Date”), at a repurchase price of 100% of the Principal Amount principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date. Notwithstanding the foregoing; provided, however, that if the Five Year Repurchase Date is during the falls after a Record Date Periodand on or prior to the corresponding interest payment date, then any the Issuer will pay the full amount of accrued and unpaid interest, if any, on such interest shall be paid payment date to the Person in whose name such Note was registered Holder of record at the close of business on the applicable Regular corresponding Record Date and the repurchase price will be 100% of the principal amount of any such interest the Notes to be paid shall be excluded from the repurchase pricerepurchased.
(b) Not less than 20 On or before the twentieth (20th) Business Days prior to Day immediately preceding each Five Year Repurchase Date, the Company Issuer shall mail deliver or cause to be mailed delivered to all Holders of record on such date (with an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee) Trustee and the Paying Agent at such time as it is delivered to Noteholders. In addition to the delivery of such Issuer Repurchase Notice, the Issuer shall disseminate a written notice to Holders setting forth press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in this Section 11.02(b). Such notice shall:
(i) state the repurchase price and the Five Year Repurchase Date to which such notice relates;
(ii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York City time, or on the Business Day immediately prior to Guarantor’s web site, or through such other public medium as the applicable Five Year Repurchase Date;
(iii) include a form of Repurchase Notice;
(iv) state the name and address of the Trustee and any Paying Agent;
(v) state the Notes must be surrendered to the Paying Agent to collect the repurchase price;
(vi) state that a Holder may withdraw its Repurchase Notice if Issuer shall deem appropriate at such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000;
(vii) that the notes are convertible pursuant to Article X and may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture;
(viii) state that, unless the Company defaults in making payment of the repurchase price, interest on the Notes covered by any Repurchase Notice shall cease to accrue on and after the Five Year Repurchase Date; and
(ix) state the CUSIP number of the Notes, if CUSIP numbers are then in use. No failure of the Company Issuer to give the foregoing notices and no defect therein shall limit the HoldersNoteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the NotesNotes pursuant to this Section 3.06.
(c) To exercise For a repurchase right Note to be so repurchased at the option of the Holder pursuant to this Section 11.023.06, a the Holder shall must deliver to the Paying Agent, during the period beginning 20 at 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Five Year Repurchase Date and ending at 5:00 p.m., New York City time, on the second Business Day immediately prior to the applicable Five Year Repurchase Date, (i) a written notice of repurchase (the “Repurchase Notice Notice”) in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is certificated) or that the relevant Repurchase Notice complies with the Applicable Procedures appropriate Depositary procedures (if the Note is represented by Global Note), (B) the portion of the Principal Amount principal amount of the Note which the Holder will deliver to be repurchased, which portion must be in Principal Amounts principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining Principal Amount principal amount of Notes not subject to repurchase must be in an integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if the such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefor. Holders may withdraw therefore; provided, however, that such election repurchase price shall be so paid pursuant to this Section 3.06 only if such Holder shall deliver the Notes so delivered to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior Agent shall conform in all respects to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to description thereof in the Repurchase Notice. All questions as to the validity, which must eligibility (including time of receipt) and acceptance of any Note for repurchase shall be in Principal Amounts of $1,000 or an integral multiple of $1,000determined by the Issuer, whose determination shall be final and binding absent manifest error.
(d) The CompanyIssuer, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 11.023.06, a portion of a Note, if the Principal Amount principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.06 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Repurchase Date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the repurchase price pursuant to this Section 3.06 with respect to the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Company Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.
(fg) The Company Issuer may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by the Company Issuer promptly) for which the Company Issuer receives a valid Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors.
(g) . Any repurchase by the Company Issuer contemplated pursuant to the provisions of this Section 11.02 3.06 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time the close of business on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent.
(h) In connection with any purchase of Notes pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange Act to the extent applicable at that time. If any of the foregoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.
Appears in 1 contract
Samples: Indenture (Extra Space Storage Inc.)
