Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described in Section 1108, the Company shall make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 2 contracts

Samples: Supplemental Indenture (Quest Diagnostics Inc), Supplemental Indenture (Quest Diagnostics Inc)

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Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to a series of Notes, unless the Company has shall have exercised its option to redeem the such Notes as described in Section 11084.01 of this Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an integral any multiple of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) such series on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to Holders of Notes Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Appears in 1 contract

Samples: Juniper Networks Inc

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the Notes as described in Section 11082.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Section 2.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the date of repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or, if the notice is mailed prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Lexmark International Inc /Ky/

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the 2013 Notes, the 2015 Notes and 2020 Notes in full, as described set forth in Section 11083.03 of this First Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2013 Notes, the 2015 Notes and 2020 Notes to repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of the such holder’s 2013 Notes, 2015 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms and 2020 Notes at a repurchase price set forth in the Notesthis Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2013 Notes, 2015 Notes and 2020 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2013 Notes, 2015 Notes and 2020 Notes to be repurchased to up to, but not including, the date of repurchase date (the “Change of Control Payment”). Within With respect to the Notes, within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail a notice to Holders holders of Notes with a copy to the Trustee describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Life Technologies Corp)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option right to redeem the Notes as described in Section 11084.01 of this Sixth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an any integral multiple multiples of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to Holders of Notes each Holder, with a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the Notes as described in Section 11084.01 of this Fourth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral any multiple of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to Holders of Notes Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the 2016 Notes and the 2021 Notes in full, as described set forth in Section 11083.03 of this Second Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2016 Notes and the 2021 Notes to repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of the such holder’s 2016 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms and 2021 Notes at a repurchase price set forth in the Notesthis Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2016 Notes and 2021 Notes to be repurchased to up to, but not including, the date of repurchase date (the “Change of Control Payment”). Within With respect to the Notes, within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail a notice to Holders holders of Notes with a copy to the Trustee describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Life Technologies Corp)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes of a Series, unless the Company has exercised its option to redeem the Notes of such Series as described in Section 1108above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such Series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) such Series on the terms set forth in the such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase date (the “Change of Control Payment”). Within With respect to the Notes of each Series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders of the Notes of the applicable Series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such Series on the date specified in the notice, which date will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise delivered) prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Biogen Inc.)

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Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to a series of Notes, unless the Company has shall have exercised its option right to redeem the such Notes as described in Section 11084.01 of this Seventh Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of applicable Notes to repurchase all or any part (equal to $2,000 or an any integral multiple multiples of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) such series on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to Holders of Notes each Holder, with a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to a series of Notes, unless the Company has shall have exercised its option to redeem the such Notes as described in Section 11084.01 of this Third Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of applicable Notes to repurchase all or any part (equal to $2,000 or an integral any multiple of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) such series on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice to Holders of Notes Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Third Supplemental Indenture (Juniper Networks Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occursoccurs with respect to a Series of Notes, unless the Company has shall have exercised its option right to redeem the such Notes as described in Section 11084.02 of this First Supplemental Indenture, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of Notes of such Series to repurchase all or any part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof) of the that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company shall offer payment such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including, the repurchase date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company shall will electronically deliver or mail a notice to Holders of Notes the applicable Series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: First Supplemental Indenture (Salesforce Com Inc)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Company has exercised its option to redeem the Notes of such series as described in Section 1108above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Securityholder of the Notes of such series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the that Securityholder’s Notes pursuant to the offer described below (the “Change of Control Offer”) such series on the terms set forth in the such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase date (the “Change of Control Payment”). Within With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders Securityholders of the Notes of the applicable series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise delivered) prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Supplemental Indenture (Regeneron Pharmaceuticals, Inc.)

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the 2014 Notes and 2019 Notes in full, as described set forth in Section 11083.03 of this First Supplemental Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the 2014 Notes and 2019 Notes to repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of the such holder’s 2014 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms and 2019 Notes at a repurchase price set forth in the Notesthis Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of 2014 Notes and 2019 Notes to be repurchased, plus accrued and unpaid interest, if any, on the 2014 Notes and 2019 Notes to be repurchased to up to, but not including, the date of repurchase date (the “Change of Control Payment”). Within With respect to the Notes, within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail a notice to Holders of Notes with a copy to the Trustee describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Appears in 1 contract

Samples: Watson Pharmaceuticals Inc

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