Common use of Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Clause in Contracts

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 10 contracts

Samples: Indenture (Hospitality Distribution Inc), Supplemental Indenture (DS Services of America, Inc.), Supplemental Indenture (CAESARS ENTERTAINMENT Corp)

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Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 9 contracts

Samples: Indenture (Exela Technologies, Inc.), Restructuring Support Agreement (Exela Technologies, Inc.), Supplemental Indenture (ADT Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 6 contracts

Samples: Indenture (XPO Logistics, Inc.), Supplemental Indenture (XPO Logistics, Inc.), Supplemental Indenture (Enpro Industries, Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 6 contracts

Samples: Supplemental Indenture (Everest Acquisition Finance Inc.), Indenture (McGraw-Hill Interamericana, Inc.), Supplemental Indenture (EP Energy Corp)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder of Notes shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 6 contracts

Samples: Supplemental Indenture (Mallinckrodt PLC), Supplemental Indenture (Mallinckrodt PLC), Supplemental Indenture (Mallinckrodt PLC)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 6 contracts

Samples: Supplemental Indenture (Muzak Capital, LLC), Supplemental Indenture (Muzak Capital, LLC), Supplemental Indenture (EP Energy Corp)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 5 contracts

Samples: Indenture (Chart Industries Inc), Junior Intercreditor Agreement (Chart Industries Inc), Supplemental Indenture (SeaWorld Entertainment, Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 5 contracts

Samples: Supplemental Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 4 contracts

Samples: Supplemental Indenture (Interface Inc), Supplemental Indenture (Installed Building Products, Inc.), Supplemental Indenture (Trimas Corp)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of ControlControl Triggering Event, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 3 contracts

Samples: Supplemental Indenture (Athlon Energy Inc.), Supplemental Indenture (Athlon Energy Inc.), Supplemental Indenture (Athlon Energy Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 2 contracts

Samples: Joinder Agreement (Caesars Entertainment, Inc.), Joinder Agreement (Caesars Entertainment, Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 2 contracts

Samples: Supplemental Indenture (ADT, Inc.), Supplemental Indenture (ADT, Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 2 contracts

Samples: Indenture (Gnoc Corp.), Indenture (Harrahs Entertainment Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes Notes, including the Notes, at a purchase price in cash equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, of the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes including the Notes, upon the occurrence of certain events.

Appears in 2 contracts

Samples: Supplemental Indenture (G Iii Apparel Group LTD /De/), Passu Intercreditor Agreement (Abercrombie & Fitch Co /De/)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 2 contracts

Samples: Supplemental Indenture (TheRealReal, Inc.), Supplemental Indenture (Rayonier Advanced Materials Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes following an Asset Sale upon the occurrence of certain events.

Appears in 2 contracts

Samples: Supplemental Indenture (WABASH NATIONAL Corp), Supplemental Indenture (Wabash National Corp /De)

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Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Mallinckrodt PLC)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Issuers to repurchase all or any part of such holderHolder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders Holders of record of the Notes at the close of business on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Issuers will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Indenture (Tenneco Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holderHolder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Momentive Performance Materials Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder Holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer to repurchase all or any part of such holderHolder’s Notes at a purchase price in cash equal to 101% the Change of the principal amount thereofControl Payment, plus accrued and unpaid interest, if any, to to, but not including, the date of repurchase (subject to the right of the holders Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will may be required to use Excess Proceeds or Collateral Excess Proceeds to offer to purchase Notes upon the occurrence of certain eventsAsset Sales.

Appears in 1 contract

Samples: Acceptable Intercreditor Agreement (Dave & Buster's Entertainment, Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holderHolder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders Holders of record of the Notes at the close of business on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Execution Version (Kronos Worldwide Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Company and the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Company and the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Cott Corp /Cn/)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes Notes, including the 2025 Notes, at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes Notes, including the 2025 Notes, upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes Notes, including the 2027 Notes, at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes Notes, including the 2027 Notes, upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer Company to repurchase all or any part of such holderHolder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes upon the occurrence of certain events.

Appears in 1 contract

Samples: Indenture (Momentive Performance Materials Inc.)

Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause require the Issuer Company to repurchase all or any part of such holder’s Notes Notes, including the 2023 Notes, at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer Company will be required to offer to purchase Notes including the 2023 Notes, upon the occurrence of certain events.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

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