Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15, 2014 and August 15, 2019 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in cash all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. (b) On or before the 25th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state: (i) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date; (ii) the Company Repurchase Date; (iii) the last date on which a holder may exercise the repurchase right; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01; (vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law); (vii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes; (viii) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and (ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time. (c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating: (A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased; (B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and (C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and (ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.
Appears in 2 contracts
Samples: Indenture (Alliant Techsystems Inc), Indenture (Alliant Techsystems Inc)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On each of August 15, 2014 2010, August 15, 2015 and August 15, 2019 2020 (each, a “Company Repurchase Date”"COMPANY REPURCHASE DATE"), each holder shall have the right, at such holder’s 's option, to require the Company to repurchase in for cash all of such holder’s 's Notes, or any portion of the Principal Amount thereof that is a an integral multiple of $1,000 principal amount1,000. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount Principal Amount thereof (the "COMPANY REPURCHASE PRICE") plus any accrued and unpaid Interest to to, but excluding not including, the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest will be payable on such Interest Payment Date shall be paid to the holders holder of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such datecorresponding Regular Record Date.
(b) On or before the 25th 20th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (which notice shall be prepared by the “Company Repurchase Notice”Company) of such optional repurchase (the "COMPANY REPURCHASE NOTICE") to each holder of Notes at its last address as the same appears on the Note Register, and the Company shall also provide notification thereof in the manner contemplated by Section 14.01(c) to beneficial owners as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state, among other things:
(i) the last date on which a holder may exercise the repurchase right;
(ii) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) to, but not including, the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase rightCompany Repurchase Date;
(iv) the name and address of the Paying Agent and the Conversion Exchange Agent, if the Notes are then exchangeable in accordance with Section 13.01;
(v) that if the Notes are then exchangeable in accordance with Section 13.01, the applicable Exchange Rate at the time of such notice (and any applicable adjustments to the applicable Exchange Rate);
(vi) if the Notes are then exchangeable in accordance with Section 13.01, those Notes as to which a Company Repurchase Election has been given by the holder may be converted exchanged only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ixx) briefly, the conversion exchange rights of the Notes and whether, at holders of the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ ' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time3.05.
(c) Notes shall be repurchased pursuant to this Section 3.06 3.05 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”"COMPANY REPURCHASE ELECTION") in the form set forth on the reverse of the Note at any time from the opening of business 9:00 a.m., New York City time, on the 20th Business Day preceding the Company Repurchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date Date, stating:
(A) if certificatedcertificated Notes have been issued, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount Principal Amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of ManhattanAgent, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 3.05 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If the Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15Subject to Section 3.07(f), 2014 on each of May 1, 2014, and August 15May 1, 2019 (each, a “"Company Repurchase Date”"), each holder shall have the right, at such holder’s 's option, to require the Company to repurchase in cash all of such holder’s 's Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “"Company Repurchase Price”") equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to to, but excluding excluding, the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date.
(b) On or before the 25th 20th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “"Company Repurchase Notice”") to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and the Paying Agent at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (excluding any accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase right;
(iii) the Company Repurchase Date;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion;
(vi) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);; and
(vii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ ' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, Such notice will also be provided to beneficial holders of Notes to the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that timeextent required by applicable law.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “"Company Repurchase Election”") in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Day immediately preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) if not certificated, such information as is required by the Depositary's procedures;
(C) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(CD) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.
(d) The Company may arrange for a third party to purchase any Notes for which it receives a valid Company Repurchase Election that is not withdrawn, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.06. If a third party purchases any Notes under these circumstances, then Interest will continue to accrue on those Notes and those Notes shall continue to be outstanding after the Company Repurchase Date. If the Holder who has delivered a Company Repurchase Election fails to deliver the Notes to the third party on or before the Company Repurchase Date, then the third party that intended to repurchase the Notes will be released from its obligations to do so and the Holder who delivered such Company Repurchase Election but failed to deliver the Notes will have no further rights hereunder or under the Notes to require repurchase by the Company or by the third party with respect to that Company Repurchase Election.
Appears in 1 contract
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15November 1, 2011, November 1, 2014 and August 15November 1, 2019 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in cash all of such holder’s Notes, or any portion thereof that is equal to or a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest Interest, to but excluding the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date.
(b) On or before the 25th 20th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee at such time as it is mailed to the Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.0114.01;
(vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(vii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viii) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that timecontaining this information.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th 15th Business Day immediately preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee or any other office or agency maintained by the Company pursuant to Section 4.02 (or other Paying Agent appointed by the Company) in the Borough of Manhattan), such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.
Appears in 1 contract
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August each of July 15, 2014 and August 2012, July 15, 2019 2017, July 15, 2022, July 15, 2027 and July 15, 2032 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in for cash all of such holder’s Notes, or any portion of the principal amount thereof that is a an integral multiple of $1,000 principal amount1,000. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date.
(ba) On or before the 25th twentieth (20th) Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register, and to beneficial owners as required by applicable law; provided provided, that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state, among other things:
(i) the Company Repurchase Price (excluding accrued and unpaid Interest)Price, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Date; (iii) the last date on which a holder may exercise the repurchase right; (iv) the name and address of the Paying Agent and the Conversion Agent;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this First Supplemental Indenture; provided provided, that the Notes are otherwise convertible in accordance with Section 15.019.01;
(vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(vii) a description of the procedure procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time3.07.
(cb) Notes shall be repurchased pursuant to this Section 3.06 3.07 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th twentieth (20th) Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough City of ManhattanPhiladelphia, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided provided, that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 3.07 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If the Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.
Appears in 1 contract
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On each of August 15, 2014 2009, February 15, 2014, and August February 15, 2019 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in cash all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date.
(b) On or before the 25th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(vii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viii) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.
Appears in 1 contract
Samples: Indenture (Alliant Techsystems Inc)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15, 2014 each of the fifth anniversary of date of issuance and August 15, 2019 the tenth anniversary of date of issuance (each, a “Company Repurchase Date”), each holder Holder shall have the right, at such holderHolder’s option, to require the Company to repurchase in cash all of such holderHolder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof of the Notes to be repurchased plus any accrued and unpaid Interest interest, if any, to (but excluding excluding) the Company Repurchase Date; provided that if such Company Repurchase Date falls after a Regular Record Date, but on an or prior to the relevant Interest Payment Date, then the Interest interest payable on such Interest Payment Date shall be paid to the holders Holders of record of the Notes or one or more Predecessor Securities on the applicable record date Regular Record Date instead of to the holders Holders surrendering the Notes for repurchase on such daterepurchase.
(b) On or before No sooner than the 60th Trading Day and no later than the 25th Business Trading Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three 10 Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to the Paying Agent and all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder Holder of Notes at its last address as the same appears on the Note RegisterRegister and to any beneficial owner of Notes as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee (and the Paying Agent if the Trustee is not the Paying Agent) at such time as it is mailed to NoteholdersHolders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (Price, excluding accrued and unpaid Interest)interest, the applicable Conversion Rate Price at the time of such notice (and any applicable adjustments to the Conversion RatePrice) and, to the extent known at the time of such notice, the amount of Interest interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) whether the Company elects to pay the Company Repurchase Price in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amounts of each;
(iii) the Company Repurchase Date;
(iiiiv) the last date on which a holder Holder may exercise the repurchase right;
(ivv) the name and address of the Paying Agent and the Conversion Agent;
(vvi) that Notes as to which a Company Repurchase Election has been given by the holder Holder may be converted only if the election has been withdrawn by the holder Holder in accordance with the terms of this Indenture and the Notes are otherwise convertible in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder Holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure which a Noteholder Holder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) that no representation is made as to the correctness or accuracy of the CUSIP number number, if any, listed in such notice or numbers of printed on the Notes (subject to Section 2.09 and if then generally in use)Notes; and
(ixx) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time10.9.
(c) Notes shall be repurchased pursuant to this Section 3.06 10.9 at the option of the holder Holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder Holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Trading Day preceding the Company Repurchase Date until the close of business on the Business Trading Day immediately preceding the Company Repurchase Date Date, subject to extension to comply with applicable law, stating:
(Aii) if certificated, the certificate numbers of the Notes which the holder Holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(Ciii) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the this Indenture; and
(iv) if the Company Repurchase Notice stated an intention to pay the Company Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Repurchase Price is ultimately paid to such Holder entirely in cash because one or more of the conditions to payment of the Company Repurchase Price in shares of Common Stock was not satisfied prior to the close of business on the Trading Day prior to the relevant Company Repurchase Date, whether such Holder elects (i) to withdraw the Company Repurchase Election as to the Notes to which such election relates (stating the principal amount and certificate numbers, if any, of the Notes as to which such withdrawal relates) or (ii) physical to receive cash in respect of the entire Company Repurchase Price for all Notes (or portions thereof) to which such election relates; and
(v) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) ), simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan), such delivery or transfer being a condition to receipt by the holder Holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 10.9 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If a Holder fails to indicate such Holder’s choice with respect to the election set forth in Section 10.9, such Holder shall be deemed to have withdrawn the Company Repurchase Election in the circumstances set forth in Section 10.9(c)(i).
Appears in 1 contract
Samples: Indenture (Ual Corp /De/)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15each of November 1, 2009, November 1, 2014 and August 15November 1, 2019 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in for cash all of such holder’s Notes, or any portion of the Principal Amount thereof that is a an integral multiple of $1,000 principal amount1,000. The Company shall repurchase such Notes at a price equal to 100% of the Principal Amount thereof (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to to, but excluding not including, the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest will be payable on such Interest Payment Date shall be paid to the holders holder of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such datecorresponding Regular Record Date.
(b) On or before the 25th twentieth Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (which notice shall be prepared by the Company) of such optional repurchase (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register, and to beneficial owners as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state, among other things:
(i) the last date on which a holder may exercise the repurchase right;
(ii) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) to, but not including, the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase rightCompany Repurchase Date;
(iv) the name and address of the Paying Agent and the Conversion Agent, if the Notes are then convertible in accordance with Section 15.01;
(v) if the Notes are then convertible in accordance with Section 15.01, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the applicable Conversion Rate);
(vi) if the Notes are then convertible in accordance with Section 15.01, that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ixx) briefly, the conversion rights of the Notes and whether, at holders of the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business 9:00 a.m., New York City time, on the 20th Business Day preceding the Company Repurchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date Date, stating:
(A) if certificatedcertificated Notes have been issued, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount Principal Amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of ManhattanAgent, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If the Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.
Appears in 1 contract
Samples: Indenture (Ryerson Tull Inc /De/)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August December 15, 2011, December 15, 2014 and August December 15, 2019 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in for cash all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date; provided that if such Date subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.06(c). If the Company Repurchase Date falls is on an a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, then the Interest payable on Company shall pay such Interest Payment Date shall be paid to the holders holder of record on the corresponding Interest Record Date and the Company Repurchase Price shall only be 100% of the principal amount of those Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such dateto be repurchased.
(b) On or before the 25th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase right;
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(vii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viii) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ix) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.
Appears in 1 contract
Samples: Indenture (Dress Barn Inc)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15, 2014 each of [fifth anniversary of date of issuance] and August 15, 2019 [10th anniversary of date of issuance] (each, a “Company Repurchase Date”), each holder Holder shall have the right, at such holderHolder’s option, to require the Company to repurchase in cash all of such holderHolder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof of the Notes to be repurchased plus any accrued and unpaid Interest interest, if any, to (but excluding excluding) the Company Repurchase Date; provided that if such Company Repurchase Date falls after a Regular Record Date, but on an or prior to the relevant Interest Payment Date, then the Interest interest payable on such Interest Payment Date shall be paid to the holders Holders of record of the Notes or one or more Predecessor Securities on the applicable record date Regular Record Date instead of to the holders Holders surrendering the Notes for repurchase on such daterepurchase.
(b) On or before No sooner than the 60th Trading Day and no later than the 25th Business Trading Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three 10 Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to the Paying Agent and all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder Holder of Notes at its last address as the same appears on the Note RegisterRegister and to any beneficial owner of Notes as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee (and the Paying Agent if the Trustee is not the Paying Agent) at such time as it is mailed to NoteholdersHolders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (Price, excluding accrued and unpaid Interest)interest, the applicable Conversion Rate Price at the time of such notice (and any applicable adjustments to the Conversion RatePrice) and, to the extent known at the time of such notice, the amount of Interest interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) whether the Company elects to pay the Company Repurchase Price in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amounts of each;
(iii) the Company Repurchase Date;
(iiiiv) the last date on which a holder Holder may exercise the repurchase right;
(ivv) the name and address of the Paying Agent and the Conversion Agent;
(vvi) that Notes as to which a Company Repurchase Election has been given by the holder Holder may be converted only if the election has been withdrawn by the holder Holder in accordance with the terms of this Indenture and the Notes are otherwise convertible in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder Holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure which a Noteholder Holder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) that no representation is made as to the correctness or accuracy of the CUSIP number number, if any, listed in such notice or numbers of printed on the Notes (subject to Section 2.09 and if then generally in use)Notes; and
(ixx) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time10.9.
(c) Notes shall be repurchased pursuant to this Section 3.06 10.9 at the option of the holder Holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder Holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Trading Day preceding the Company Repurchase Date until the close of business on the Business Trading Day immediately preceding the Company Repurchase Date Date, subject to extension to comply with applicable law, stating:
(A) if certificated, the certificate numbers of the Notes which the holder Holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture; and
(C) if the IndentureCompany Repurchase Notice stated an intention to pay the Company Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Repurchase Price is ultimately paid to such Holder entirely in cash because one or more of the conditions to payment of the Company Repurchase Price in shares of Common Stock was not satisfied prior to the close of business on the Trading Day prior to the relevant Company Repurchase Date, whether such Holder elects (i) to withdraw the Company Repurchase Election as to the Notes to which such election relates (stating the principal amount and certificate numbers, if any, of the Notes as to which such withdrawal relates) or (ii) to receive cash in respect of the entire Company Repurchase Price for all Notes (or portions thereof) to which such election relates; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) ), simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan), such delivery or transfer being a condition to receipt by the holder Holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 10.9 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If a Holder fails to indicate such Holder’s choice with respect to the election set forth in Section 10.9, such Holder shall be deemed to have withdrawn the Company Repurchase Election in the circumstances set forth in Section 10.9(c)(i)(C).
Appears in 1 contract
Samples: Indenture (Ual Corp /De/)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August each of December 15, 2014 and August 2010, December 15, 2019 2015 and December 15, 2020 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in for cash all of such holder’s Notes, or any portion of the Principal Amount thereof that is a an integral multiple of $1,000 principal amount1,000. The Company shall repurchase such Notes at a price equal to 100% of the Principal Amount thereof (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to to, but excluding not including, the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest will be payable on such Interest Payment Date shall be paid to the holders holder of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such datecorresponding Regular Record Date.
(b) On or before the 25th 20th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (which notice shall be prepared by the Company) of such optional repurchase (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register, and the Company shall also provide notification thereof in the manner contemplated by Section 14.01(c) to beneficial owners as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state, among other things:
(i) the last date on which a holder may exercise the repurchase right;
(ii) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) to, but not including, the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase rightCompany Repurchase Date;
(iv) the name and address of the Paying Agent and the Conversion Exchange Agent, if the Notes are then exchangeable in accordance with Section 13.01;
(v) that if the Notes are then exchangeable in accordance with Section 13.01, the applicable Exchange Rate at the time of such notice (and any applicable adjustments to the applicable Exchange Rate);
(vi) if the Notes are then exchangeable in accordance with Section 13.01, those Notes as to which a Company Repurchase Election has been given by the holder may be converted exchanged only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ixx) briefly, the conversion exchange rights of the Notes and whether, at holders of the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time3.05.
(c) Notes shall be repurchased pursuant to this Section 3.06 3.05 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business 9:00 a.m., New York City time, on the 20th Business Day preceding the Company Repurchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date Date, stating:
(A) if certificatedcertificated Notes have been issued, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount Principal Amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of ManhattanAgent, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 3.05 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If the Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August each of December 15, 2014 and August 2010, December 15, 2019 2015 and December 15, 2020 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in for cash all of such holder’s Notes, or any portion of the Principal Amount thereof that is a an integral multiple of $1,000 principal amount1,000. The Company shall repurchase such Notes at a price equal to 100% of the Principal Amount thereof (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to to, but excluding not including, the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest will be payable on such Interest Payment Date shall be paid to the holders holder of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such datecorresponding Regular Record Date.
(b) On or before the 25th 20th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (which notice shall be prepared by the Company) of such optional repurchase (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register, and the Company shall also provide notification thereof in the manner contemplated by Section 14.01(c) to beneficial owners as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state, among other things:
(i) the last date on which a holder may exercise the repurchase right;
(ii) the Company Repurchase Price (excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) to, but not including, the Company Repurchase Date;
(iii) the last date on which a holder may exercise the repurchase rightCompany Repurchase Date;
(iv) the name and address of the Paying Agent and the Conversion Exchange Agent, if the Notes are then exchangeable in accordance with Section 13.01;
(v) that if the Notes are then exchangeable in accordance with Section 13.01, the applicable Exchange Rate at the time of such notice (and any applicable adjustments to the applicable Exchange Rate);
(vi) if the Notes are then exchangeable in accordance with Section 13.01, those Notes as to which a Company Repurchase Election has been given by the holder may be converted exchanged only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ixx) briefly, the conversion exchange rights of the Notes and whether, at holders of the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time3.05.
(c) Notes shall be repurchased pursuant to this Section 3.06 3.05 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business 9:00 a.m., New York City time, on the 20th 20 th Business Day preceding the Company Repurchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Repurchase Date Date, stating:
(A) if certificatedcertificated Notes have been issued, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount Principal Amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(C) that such Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of ManhattanAgent, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 3.05 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If the Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.
Appears in 1 contract
Samples: Indenture (O Reilly Automotive Inc)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15each of September 1, 2014 2008, September 1, 2010, September 1, 2013, September 1, 2018, September 1, 2023 and August 15September 1, 2019 2028 (each, a “Company Repurchase Date”), each holder shall have the right, at such holder’s option, to require the Company to repurchase in cash all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date; provided that if such Company Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date.
(b) On or before the 25th Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three five Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (Price, excluding accrued and unpaid Interest), the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) the Company Repurchase Price will be paid in cash;
(iii) the Company Repurchase Date;
(iiiiv) the last date on which a holder may exercise the repurchase right;
(ivv) the name and address of the Paying Agent and the Conversion Agent;
(vvi) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) the CUSIP number or numbers of the Notes (subject to Section 2.09 and if then generally in use); and
(ixx) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion. “No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time.
(c) Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:
(A) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; , and
(C) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and
(ii) physical delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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.. “The election set forth in Section 3.06(c)(i)(D) of the Indenture prior to the First Supplemental Indenture shall, notwithstanding the Form of Company Repurchase Election, set forth on the reverse of the Note, be inapplicable after the date of the First Supplemental Indenture, regardless of how such form may be completed (and such provision shall be deleted from the Form of Company Repurchase Election set forth on the reverse of any Note issued after the date of the First Supplemental Indenture and after such date deemed deleted from any Note issued on or prior to the date of the First Supplemental Indenture). ”
(d) Section 3.07 of Article 3 of the Indenture is amended and restated in its entirety by replacing it with the following language:
Appears in 1 contract
Samples: First Supplemental Indenture (Apria Healthcare Group Inc)
Repurchase of Notes by the Company at Option of Holders on Specified Dates. (a) On August 15, 2014 each of the fifth anniversary of date of issuance and August 15, 2019 the tenth anniversary of date of issuance (each, a “Company Repurchase Date”), each holder Holder shall have the right, at such holderHolder’s option, to require the Company to repurchase in cash all of such holderHolder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price (the “Company Repurchase Price”) equal to 100% of the principal amount thereof of the Notes to be repurchased plus any accrued and unpaid Interest interest, if any, to (but excluding excluding) the Company Repurchase Date; provided that if such Company Repurchase Date falls after a Regular Record Date, but on an or prior to the relevant Interest Payment Date, then the Interest interest payable on such Interest Payment Date shall be paid to the holders Holders of record of the Notes or one or more Predecessor Securities on the applicable record date Regular Record Date instead of to the holders Holders surrendering the Notes for repurchase on such daterepurchase.
(b) On or before No sooner than the 60th Trading Day and no later than the 25th Business Trading Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three 10 Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, to the Paying Agent and all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes Holder at its last address as the same appears on the Note RegisterRegister and to any beneficial owner of Notes as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee (and the Paying Agent if the Trustee is not the Paying Agent) at such time as it is mailed to NoteholdersHolders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. Each Company Repurchase Notice shall state:
(i) the Company Repurchase Price (Price, excluding accrued and unpaid Interest)interest, the applicable Conversion Rate Price at the time of such notice (and any applicable adjustments to the Conversion RatePrice) and, to the extent known at the time of such notice, and the amount of Interest interest that will be payable with respect to the Notes on the Company Repurchase Date;
(ii) whether the Company elects to pay the Company Repurchase Price in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amounts of each;
(iii) the Company Repurchase Date;
(iiiiv) the last date on which a holder Holder may exercise the repurchase right;
(ivv) the name and address of the Paying Agent and the Conversion Agent;
(vvi) that Notes as to which a Company Repurchase Election has been given by the holder Holder may be converted only if the election has been withdrawn by the holder Holder in accordance with the terms of this Indenture and the Notes are otherwise convertible in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 15.01;
(vivii) that the holder Holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);
(viiviii) a description of the procedure which a Noteholder Holder must follow to exercise such repurchase right or to withdraw any surrendered Notes;
(viiiix) that no representation is made as to the correctness or accuracy of the CUSIP number number, if any, listed in such notice or numbers of printed on the Notes (subject to Section 2.09 and if then generally in use)Notes; and
(ixx) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversionNotes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in The City of New York or the Company will issue a press release and publish the information on the Company’s website or through such other public medium as the Company may use at that time10.9.
(c) Notes shall be repurchased pursuant to this Section 3.06 10.9 at the option of the holder Holder upon:
(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder Holder of a duly completed notice (a “Company Repurchase Election”) in the form set forth on the reverse of the Note at any time from the opening of business on the 20th Business Trading Day preceding the Company Repurchase Date until the close of business on the Business Trading Day immediately preceding the Company Repurchase Date Date, subject to extension to comply with applicable law, stating:
(Aii) if certificated, the certificate numbers of the Notes which the holder Holder shall deliver to be repurchased;
(B) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and
(Ciii) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in the this Indenture; and
(iv) if the Company Repurchase Notice stated an intention to pay the Company Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Repurchase Price is ultimately paid to such Holder entirely in cash because one or more of the conditions to payment of the Company Repurchase Price in shares of Common Stock was not satisfied prior to the close of business on the Trading Day prior to the relevant Company Repurchase Date, whether such Holder elects (i) to withdraw the Company Repurchase Election as to the Notes to which such election relates (stating the principal amount and certificate numbers, if any, of the Notes as to which such withdrawal relates) or (ii) physical to receive cash in respect of the entire Company Repurchase Price for all Notes (or portions thereof) to which such election relates; and
(v) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) ), simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan), such delivery or transfer being a condition to receipt by the holder Holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 10.9 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. 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. If a Holder fails to indicate such Holder’s choice with respect to the election set forth in Section 10.9, such Holder shall be deemed to have withdrawn the Company Repurchase Election in the circumstances set forth in Section 10.9(c)(i).
Appears in 1 contract
Samples: Indenture (Ual Corp /De/)
